General Terms and Conditions

I. Scope of Application

  1. The supplies and services provided and the offers made by Offsetdruckerei Schwarzach Gesellschaft mbH (hereinafter "the Seller") are based exclusively on these General Terms and Conditions ("Terms"). These Terms therefore govern also all future business relationships, even if they were not expressly agreed again.
  2. We hereby object to the buyer's confirmations to the contrary in reliance to his own terms and conditions. Terms and conditions of the buyer or of third parties that deviate from these Terms shall not be binding on Seller, even if the buyer incorporates them by reference and Seller does not expressly object in a particular case.
  3. Derogations from these Terms are valid only if Seller has confirmed these in writing.
  4. These Terms remain binding even if individual parts should be invalid for any reason whatsoever.
  5. If Seller makes supplies to countries outside the European Union, the buyer is obliged, on pain of damages, to inform Seller of all legal provisions of that state which are relevant for the supplies in question and deviate from EU standards.

II. Prices

  1. The prices indicated in Seller's offers are applicable on the condition that the order information on which the offer is based remains unchanged.
  2. Orders derogating from the original offer become binding only when confirmed by Seller.
  3. Price quotations are generally binding, unless expressly agreed otherwise.
  4. The buyer agrees that any increase in the relevant costs (e.g. rises in wages or salaries under collective bargaining agreements, higher expenses for source materials etc) after submission of an offer, yet prior to billing the supply, entitle the Seller to charge the resulting price increases also without prior notification of cost overruns.
  5. Unless agreed otherwise, prices include storage of products over a period of up to six months.

III. Billing and Payment

  1. Seller will bill its supplies and services on the day of which it supplies or provides all or any portion thereof.
  2. Payments shall be made promptly after receipt of the invoice without deduction.
  3. In case of justified complaints, the buyer may retain only an appropriate portion rather than the entire invoice amount.
  4. If Seller becomes aware of a significant deterioration of the buyer's financial circumstances or if the buyer is in default of its payments, Seller may immediately accelerate the payment of all invoices, including any invoices not yet due, or insist on proportional payments as a condition for the continued processing of current orders. Seller may also retain not yet delivered goods pending receipt of payment and, in case of non-payment of proportional amounts, discontinue work on current orders. Seller may exercise these rights also if the buyer does not make payment despite reminder due to delay.
  5. The buyer is deemed to be in default if payment is not made within 14 days after the buyer has received an invoice – even without separate reminder. Default in payment will trigger default interest at a rate of 9.2% above the basic rate. A lump-sum of EUR 40.00 will be charged for dunning letters, notwithstanding the right to recover other damage incurred due to default.
  6. In case of default, the buyer undertakes to reimburse the fees of the appointed collection agency and the legal fees of appointed lawyers.

IV. Implementation of Contract

  1. The buyer shall verify the proofs and/or samples produced by Seller also in terms of all characteristics which are necessary and essential for the use of packaging. If corrections are necessary, they must be clearly marked.
  2. Any objection due to deviations of the content of a confirmation of an order shall be raised immediately and in writing. The content of a confirmation of an order shall be deemed to have been approved, unless an objection is raised within six days.
  3. Galleys and proofs must be verified by the buyer and be returned to the Seller indicating that they are "perfect to print". Seller is not liable for any errors caused or induced by the buyer. Modifications ordered by phone are effective only if confirmed in writing. In case of corrections, "perfect to print" shall refer to the product as a whole.
  4. In case of colour reproductions, the buyer may not object to minor deviations from the original. If the buyer produces a digital proof as correctable intermediate product as "print-ready" file, it is expressly noted that there may be colour variations in the final product due to the production process. Binding templates require additional chargeable proofs.
  5. In case of changes after permission to print was given, all expenses, including the costs of machine downtimes, shall be borne by the buyer. The buyer may not object to differences between proofs and the final print which are due to printing techniques. Seller guarantees the proper imprint of the EAN bar code or the QR code in customary quality. If the buyer makes available the production master including a digital data set as original, he shall guarantee the quality and correctness thereof.
  6. Deliveries of +/- 10% of the quantities ordered may occur for production reasons. Seller shall be deemed to have properly fulfilled its obligations if supplies are made within this tolerance. The buyer is required to pay the price for the goods that were actually supplied.

V. Delivery, Acceptance, and Storage

  1. If no date of delivery was agreed, the delivery time is deemed to correspond to the period between the date on which the order was confirmed and the date on which the Seller informs the buyer that the goods are ready for delivery. The delivery time commences, in any event, only once the buyer has confirmed "perfect to print" and the Seller has received all work documents which are necessary to execute the order. Times during which the buyer verifies proofs, complete samples, plates etc, shall not count as part of the delivery time. In case of changes in the substance of an order, a new delivery time must be agreed in writing.
  2. Seller will purchase transport insurance only at the buyer's specific request and cost. The risk will transfer to the buyer as soon as the shipment was handed over to the carrier or has left Seller's warehouse for shipment. If shipment is delayed at the buyer's request, the risk will transfer to buyer once the Seller has notified the buyer that the goods are ready for dispatch.
  3. In case of events of force majeure, as well as strikes, lock-outs, unforeseen mechanical breakdowns, impossibility of obtaining raw materials, delays in the supply of source materials and in similar cases, the Seller shall be released from having to comply with all or any portion of its delivery obligations.
  4. In case of default or delay in delivery, the buyer shall grant Seller a reasonable grace period.
  5. The buyer is obliged to promptly accept any goods delivered according to the terms of the contract or made available for collection, failing which the shipment shall be deemed to have been accepted and the risk of accidental loss shall transfer to the buyer.
  6. If there is any delay in the acceptance of the goods or if the goods cannot be delivered due to the occurrence of an event of force majeure, Seller may store the goods either itself or procure storage with a forwarding agent at the buyer's cost and risk.
  7. Seller is not obliged to store print products, impression cylinders, papers, die-cutting tools, proofs, etc. after implementation of an order, unless explicitly agreed with the buyer, in which case the buyer shall bear the costs and risk of storage. Costs are billed for three months in arrears. Seller will also be released from that agreed obligation to keep data if the buyer does not timely pay the costs billed therefor.
  8. If the parties have explicitly agreed on temporary storage (for not more than six months) by the Seller, Seller shall not be liable for any damage that occurred curing storage despite Seller having acted with the care and diligence of a prudent business man.
  9. If the goods are stored for extended periods, there may occur during further processing adverse effects (such as colour changes, poor running through the press). To the extent that the goods are therefore not subjected to further processing within a period of six months from the date of delivery or the call-off date for reasons within the buyer's control or if the goods are stored for a period of more than six months prior to further processing for reasons within the buyer's control, the buyer shall be deemed to have accepted any such impairments as per the terms of the contract.

VI. Warranty

  1. The buyer shall verify in any case whether the goods supplied and any intermediate product sent for correction correspond(s) to the terms of the contract. Once the buyer has confirmed that the products are "perfect to print" the risk of any errors shall pass to the buyer, unless these errors have occurred or could be discovered only during the manufacturing processes following the "perfect to print" confirmation. The same applies to any other release for production by the buyer.
  2. Complaints due to apparent deficiencies must be notified in writing within three business days after delivery. Hidden defects must be notified by written notice to the Seller immediately after they were discovered, but at least within three months after the goods have left Seller's business or control.
  3. The warranty period is six months of delivery or the date on which the goods are ready to be collected. The provisions of Section 924 of the Austrian Civil Code (ABGB) shall not apply. It shall be the buyer's responsibility to prove that a defect has existed on the delivery date.
  4. In case of justified complaints, the Seller may opt for the type of warranty (improvement, exchange, price reduction or cancellation of the contract).
  5. In case of partial deliveries, these provisions apply to the respective portion that was delivered. The buyer may not challenge a delivery as a whole if defects are discovered in parts of the supplied goods.

VII. Liability

  1. Seller shall only be liable for damage that was caused by intent or gross negligence. In case of slight negligence, Seller is liable only for personal injury. Liability shall become statute-barred six months after the buyer has become aware of the damage and the identity of the injuring party.
  2. Claims for compensation of damage are forfeited unless they are enforced by legal action within three months after the Seller has rejected these claims in writing.
  3. Seller is not liable for indirect damage, lost profit, loss of interest, loss of savings, consequential and pecuniary damage, damage arising from claims enforced by third parties as well as loss and recovery of data and programs.
  4. If it was agreed that Seller is liable to pay a penalty in any case whatsoever, the amount of that penalty may be reduced by court order. The buyer may not enforce any compensation for damage in excess on the amount of such penalty.
  5. Seller shall not be liable, in any event, for damage due to improper storage of the products by the buyer.
  6. Liability of Seller's servants and vicarious agents shall be governed by the same principles.

VIII. Contract Documentation

Seller shall be liable to keep any contract documentation, such as manuscripts, drafts, proofs, printing forms, data mediums and other documents up to a time of four weeks after completion of the contract. Seller disclaims any other liability whatsoever for any documents that were not reclaimed by the buyer. Furthermore, Seller is not obliged to keep these documents as well as items intended to be reused beyond that date.

IX. Periodic Work

If a contract includes work to be carried out on a recurrent and regular basis without an agreed end date or notice period, the contract may be terminated only by six months' written notice as of the end of each calendar year.

X. Right of Ownership and Copyright

  1. All operating materials, work tools and intermediate products which the Seller has used for the production of the contractual product, including but not limited to data media, printing plates, die-cutting tools, proofs and other tools necessary for the production process, including the processed data, shall be Seller's property and will not be supplied, unless these were charged separately or the buyer has compensated the Seller for their value. These items will not be made available for use either. This applies also to work tools and data which were produced by another undertaking on behalf of the Seller committed to deliver them.
  2. To the extent that Seller itself is proprietor of the copyrights and neighbouring rights of use in respect of the delivered products or of parts thereof, buyer acquires with delivery only the non-exclusive right to distribute the delivered products without affecting Seller's right to use and especially to reproduce the products. Seller shall have the exclusive right to use the tools created by it to produce products and is not obliged to surrender these tools, not even for the purpose of use.
  3. Seller is entitled to assume that the buyer is entitled to all rights towards third parties which are necessary to implement the contract. The buyer explicitly guarantees that he holds these rights.
  4. The buyer is obliged to hold harmless and indemnify the Seller for and against any claims enforced by third parties due to infringements of copyrights, neighbouring rights, other industrial property rights or personal rights.

XI. Reservation of Title, Right of Retention

  1. The goods shall remain Seller's property until such time as all receivables outstanding as of the invoice date were paid in their entirety. The buyer shall procure adequate insurance of the reserved goods.
  2. In the case of a current account, the reservation of title shall be deemed to secure Seller's outstanding balance.
  3. The buyer is obliged to note reservation of title in its books and records and to notify Seller immediately of any attachment of reserved goods by third parties (including but not limited to pledging) or the assignment of claims. Similarly, the assignment of the buyer's receivable from Seller must be documented appropriately (e.g. by entry in its books and records) and reported to buyer's contracting party at Seller's request at least when the invoice is issued to him.
  4. The customer may resell the goods supplied before he has paid the purchase price in its entirety only if he simultaneously pays that portion of the delivery price which corresponds to the quantity of goods sold.
  5. Seller may withhold templates, proofs, manuscripts, data media, source materials and other items provided by the buyer until such time as all receivables under the business relationship are discharged in their entirety.

XII. Imprint

Seller may affix its imprint on the products created also without the buyer's special consent.

XIII. Final Provisions

  1. Place of performance in respect of supplies and payments shall be Seller's domicile.
  2. All disputes arising from a contract – including disputes regarding its existence or non-existence – shall be subject to the exclusive jurisdiction of the courts having subject-matter jurisdiction at Seller's domicile.
  3. The contractual relationship shall exclusively be governed by and construed in accordance with the substantive laws of the Republic of Austria, to the exclusion of international private law and the UN Sales Convention.
  4. Should any term hereof be or become invalid or unenforceable in whole or in part, the validity of the remaining terms hereof shall not be affected. The parties will replace an invalid or unenforceable term by a valid and enforceable term which closest reflects the content and purpose of the invalid or unenforceable term.
  5. Amendments or modifications of these Terms are valid only if agreed in writing.