General Sales and Delivery Conditions of Linotype GmbH
1. Scope
The following General Conditions of Sale and Delivery will apply exclusively to the current and future business relationships between Linotype GmbH and the customer. Deviating conditions will not be recognized by Linotype GmbH, unless Linotype GmbH gives its express agreement in writing.
2. Conclusion of the Contract
The offers made by Linotype GmbH are without obligation and subject to change without notice if they have not been designated as binding in the text of the offer. A contract will only become valid when it has been accepted in writing by Linotype GmbH (confirmation of order) or until the order is performed, e.g. delivery, download or connection. Written confirmation of the order will be authoritative for the contents of the contract providing such confirmation is given. Oral arrangements will require written confirmation by Linotype GmbH to be valid.
Linotype GmbH reserves the right to correct errors in its offers, invoices and communications such as spelling or arithmetical errors and those errors coming from results derived therefrom at any time.
3. Delivery
The quoted delivery times will begin on the date of the confirmation of the order. Information on delivery times will be given to the best of our knowledge but will not be binding. Acts of God, strikes, lock-outs or delivery delays on the part of suppliers for which Linotype GmbH is not responsible will also release Linotype GmbH from all liability, even in the case of expressly guaranteed delivery deadlines. Partial deliveries and partial invoices for functioning units will be permitted.
The freight costs of the main delivery and any partial delivery will normally be borne by the customer.
4. Transfer of Risk
If the customer is a businessman, the risk of any accidental loss or destruction or accidental deterioration of the goods will transfer to the customer on delivery. In the case of sale of the goods by shipment, risk will transfer on the delivery of the goods to the freight forwarder, carrier or to the person designated for performing the shipment.
If the customer is an end-customer, the risk of any accidental loss or destruction or the accidental deterioration of the goods sold, including in the case of sale by shipment, will not transfer until the goods have been accepted by the customer.
In the transfer process it is irrelevant if the customer is in arrears with acceptance.
5. Prices
All prices in the offer and the confirmation respectively will be in the currency stated in the offer and the confirmation respectively. An alteration in the cost situation will entitle Linotype GmbH to adjust its prices if more than four months have elapsed between the date the order was confirmed and the date of the stipulated delivery date.
If applicable, all prices will not include the cost of packaging, freight, freight insurance or value added tax.
6. Payment
Unless otherwise agreed, payment for goods or services from Linotype GmbH is to be made without any deductions immediately after receipt of the invoice. Cheques will be accepted, payments by card systems, such as MasterCard and Visa, will also be accepted. If the customer falls into arrears with payments, Linotype GmbH will be entitled to demand interest on arrears of 5% over the annual base interest rate announced by the European Central Bank. If Linotype GmbH can prove that it has suffered higher damages from arrears, Linotype GmbH will be entitled to claim compensation.
Linotype GmbH will be entitled to withdraw from the contract if the customer falls into arrears with payments. Unless otherwise agreed, delivery will be made and charged to the credit card. Linotype GmbH's invoices are to be paid without the deduction of expenses. This will apply in particular for payments from outside Germany. If, in cases where payment has been agreed to by debit transfer order or by cheque, a debit order or a cheque cannot be covered or if a customer's individual credit limit has been exceeded, all further deliveries - including deliveries of previously unfulfilled orders - will only be made against payment of cash on delivery. This will not entitle the customer to refuse delivery; the sales contract will remain valid. Any deliveries still outstanding will be held back until the final payment of all invoices in arrears have been finally paid.
The customer will not be entitled to withhold payment due to guarantee claims or to offset unrecognised counter-claims against the purchase price. In accordance with legal retention rights, payments due from the customer may only be retained in an appropriate relationship to the value of the parts of the contractual deliveries not yet made by Linotype GmbH and which cannot yet be used by the customer for this reason.
7. Reservation of Ownership
All deliveries will be made exclusively on the basis of the reservation of ownership described in greater detail below. This will also apply to all future deliveries, even if Linotype GmbH does not always expressly invoke this. Linotype GmbH reserves the right to ownership of the items delivered until full payment of all demands by Linotype GmbH has been made resulting from transactions with the customer. Linotype GmbH will be entitled to take back the item(s) purchased if the customer behaves in a manner contrary to the terms of the contract. The customer will be obliged to treat the property with care as long as ownership has not been transferred.
8. Liability
If a purchased item is defective, this will be regulated as prescribed by legislation.
If nothing else arises from the conditions below, further claims by the customer will not be recognised. Linotype GmbH will not therefore be liable for damage that has not occurred to the item delivered itself; in particular, Linotype GmbH will not be liable for loss of profits or for any other financial loss suffered by the customer. To the extent that Linotype GmbH's contractual liability is null and void or limited, this will also apply to the personal liability of its employees, representatives and agents.
The above limitation of liability will not apply if the cause of the damage was deliberate or due to gross negligence or if personal injury has occurred. Neither will it apply if the customer raises compulsorily legally-based claims.
9. Revocation
If the customer is an end-user and if the contract was concluded exclusively by means of long-distance communications, the customer may cancel the order within two weeks after receipt of the first delivery without giving any reasons in text form, or by sending the item back.
Observance of the deadline will be fulfilled by the timely notice of revocation or by the timely return of the item.
Orders for goods and services made according to customer specifications or which have been clearly tailored to personal requirements may not be cancelled. Neither may the delivery of software be cancelled if the seal on the data carriers delivered has been broken by the customer. Breaking the seal will also be deemed to mean the downloading of software. In cases where the consumer claims his right to cancel the contract, Linotype GmbH will be obliged to reimburse the paid purchase price; in this case the customer will no longer have any license rights or rights of use to transferred data, trademarks or transferred software and undertakes to delete these at the same time the sales contract is cancelled. After receipt of the notice of revocation, Linotype GmbH will be obliged to reimburse any payments and the customer will be obliged to return the completed delivery at the expense and risk of Linotype GmbH. The consignee will be obliged to inspect the delivery immediately for transport damage and to report any damage to Linotype GmbH immediately in writing and to report it to the transport company. The receiver will be personally responsible for notifying the respective transport company on time. Late notification will almost always result in refusal to accept claims for transport damage by the transport company. Linotype GmbH will take care of transport insurance claims - if a corresponding policy has been taken out - and will send the customer the payment from the insurance company. In addition, most transport companies, insurance companies and Linotype GmbH will accept no liability for broken or damaged packaging or repackaging.
10. Partial Nullity
Should one or more provisions in these conditions or other agreements be or become wholly or partially invalid, the validity of the other provisions in this contract will not be affected. A correspondingly invalid clause will be replaced by a clause that comes as close as possible to the intention of the invalid provision; the same will apply in the case of an omission.
11. Place of Performance and Jurisdiction
The business premises of Linotype GmbH will be the place of performance for both parties if the customer is a businessman or a legal person in public law or a special public fund or his residence is located outside the Federal Republic of Germany. The applicable law at the place of performance will be authoritative for the legal relationships between the customer if he is a businessman and Linotype GmbH, including if the legal dispute is conducted abroad.
If the customer is a businessman or a legal person in public law or a special public fund, Linotype GmbH may institute legal proceedings at the jurisdiction of the place of performance; legal proceedings may only be instituted at this jurisdiction.
Version: 02/2007 Copyright © 1997-2007 Linotype GmbH. All rights reserved.
1. Scope
The following General Conditions of Sale and Delivery will apply exclusively to the current and future business relationships between Linotype GmbH and the customer. Deviating conditions will not be recognized by Linotype GmbH, unless Linotype GmbH gives its express agreement in writing.
2. Conclusion of the Contract
The offers made by Linotype GmbH are without obligation and subject to change without notice if they have not been designated as binding in the text of the offer. A contract will only become valid when it has been accepted in writing by Linotype GmbH (confirmation of order) or until the order is performed, e.g. delivery, download or connection. Written confirmation of the order will be authoritative for the contents of the contract providing such confirmation is given. Oral arrangements will require written confirmation by Linotype GmbH to be valid.
Linotype GmbH reserves the right to correct errors in its offers, invoices and communications such as spelling or arithmetical errors and those errors coming from results derived therefrom at any time.
3. Delivery
The quoted delivery times will begin on the date of the confirmation of the order. Information on delivery times will be given to the best of our knowledge but will not be binding. Acts of God, strikes, lock-outs or delivery delays on the part of suppliers for which Linotype GmbH is not responsible will also release Linotype GmbH from all liability, even in the case of expressly guaranteed delivery deadlines. Partial deliveries and partial invoices for functioning units will be permitted.
The freight costs of the main delivery and any partial delivery will normally be borne by the customer.
4. Transfer of Risk
If the customer is a businessman, the risk of any accidental loss or destruction or accidental deterioration of the goods will transfer to the customer on delivery. In the case of sale of the goods by shipment, risk will transfer on the delivery of the goods to the freight forwarder, carrier or to the person designated for performing the shipment.
If the customer is an end-customer, the risk of any accidental loss or destruction or the accidental deterioration of the goods sold, including in the case of sale by shipment, will not transfer until the goods have been accepted by the customer.
In the transfer process it is irrelevant if the customer is in arrears with acceptance.
5. Prices
All prices in the offer and the confirmation respectively will be in the currency stated in the offer and the confirmation respectively. An alteration in the cost situation will entitle Linotype GmbH to adjust its prices if more than four months have elapsed between the date the order was confirmed and the date of the stipulated delivery date.
If applicable, all prices will not include the cost of packaging, freight, freight insurance or value added tax.
6. Payment
Unless otherwise agreed, payment for goods or services from Linotype GmbH is to be made without any deductions immediately after receipt of the invoice. Cheques will be accepted, payments by card systems, such as MasterCard and Visa, will also be accepted. If the customer falls into arrears with payments, Linotype GmbH will be entitled to demand interest on arrears of 5% over the annual base interest rate announced by the European Central Bank. If Linotype GmbH can prove that it has suffered higher damages from arrears, Linotype GmbH will be entitled to claim compensation.
Linotype GmbH will be entitled to withdraw from the contract if the customer falls into arrears with payments. Unless otherwise agreed, delivery will be made and charged to the credit card. Linotype GmbH's invoices are to be paid without the deduction of expenses. This will apply in particular for payments from outside Germany. If, in cases where payment has been agreed to by debit transfer order or by cheque, a debit order or a cheque cannot be covered or if a customer's individual credit limit has been exceeded, all further deliveries - including deliveries of previously unfulfilled orders - will only be made against payment of cash on delivery. This will not entitle the customer to refuse delivery; the sales contract will remain valid. Any deliveries still outstanding will be held back until the final payment of all invoices in arrears have been finally paid.
The customer will not be entitled to withhold payment due to guarantee claims or to offset unrecognised counter-claims against the purchase price. In accordance with legal retention rights, payments due from the customer may only be retained in an appropriate relationship to the value of the parts of the contractual deliveries not yet made by Linotype GmbH and which cannot yet be used by the customer for this reason.
7. Reservation of Ownership
All deliveries will be made exclusively on the basis of the reservation of ownership described in greater detail below. This will also apply to all future deliveries, even if Linotype GmbH does not always expressly invoke this. Linotype GmbH reserves the right to ownership of the items delivered until full payment of all demands by Linotype GmbH has been made resulting from transactions with the customer. Linotype GmbH will be entitled to take back the item(s) purchased if the customer behaves in a manner contrary to the terms of the contract. The customer will be obliged to treat the property with care as long as ownership has not been transferred.
8. Liability
If a purchased item is defective, this will be regulated as prescribed by legislation.
If nothing else arises from the conditions below, further claims by the customer will not be recognised. Linotype GmbH will not therefore be liable for damage that has not occurred to the item delivered itself; in particular, Linotype GmbH will not be liable for loss of profits or for any other financial loss suffered by the customer. To the extent that Linotype GmbH's contractual liability is null and void or limited, this will also apply to the personal liability of its employees, representatives and agents.
The above limitation of liability will not apply if the cause of the damage was deliberate or due to gross negligence or if personal injury has occurred. Neither will it apply if the customer raises compulsorily legally-based claims.
9. Revocation
If the customer is an end-user and if the contract was concluded exclusively by means of long-distance communications, the customer may cancel the order within two weeks after receipt of the first delivery without giving any reasons in text form, or by sending the item back.
Observance of the deadline will be fulfilled by the timely notice of revocation or by the timely return of the item.
Orders for goods and services made according to customer specifications or which have been clearly tailored to personal requirements may not be cancelled. Neither may the delivery of software be cancelled if the seal on the data carriers delivered has been broken by the customer. Breaking the seal will also be deemed to mean the downloading of software. In cases where the consumer claims his right to cancel the contract, Linotype GmbH will be obliged to reimburse the paid purchase price; in this case the customer will no longer have any license rights or rights of use to transferred data, trademarks or transferred software and undertakes to delete these at the same time the sales contract is cancelled. After receipt of the notice of revocation, Linotype GmbH will be obliged to reimburse any payments and the customer will be obliged to return the completed delivery at the expense and risk of Linotype GmbH. The consignee will be obliged to inspect the delivery immediately for transport damage and to report any damage to Linotype GmbH immediately in writing and to report it to the transport company. The receiver will be personally responsible for notifying the respective transport company on time. Late notification will almost always result in refusal to accept claims for transport damage by the transport company. Linotype GmbH will take care of transport insurance claims - if a corresponding policy has been taken out - and will send the customer the payment from the insurance company. In addition, most transport companies, insurance companies and Linotype GmbH will accept no liability for broken or damaged packaging or repackaging.
10. Partial Nullity
Should one or more provisions in these conditions or other agreements be or become wholly or partially invalid, the validity of the other provisions in this contract will not be affected. A correspondingly invalid clause will be replaced by a clause that comes as close as possible to the intention of the invalid provision; the same will apply in the case of an omission.
11. Place of Performance and Jurisdiction
The business premises of Linotype GmbH will be the place of performance for both parties if the customer is a businessman or a legal person in public law or a special public fund or his residence is located outside the Federal Republic of Germany. The applicable law at the place of performance will be authoritative for the legal relationships between the customer if he is a businessman and Linotype GmbH, including if the legal dispute is conducted abroad.
If the customer is a businessman or a legal person in public law or a special public fund, Linotype GmbH may institute legal proceedings at the jurisdiction of the place of performance; legal proceedings may only be instituted at this jurisdiction.
Version: 02/2007 Copyright © 1997-2007 Linotype GmbH. All rights reserved.
Version: 20070221
For further information do not hesitate to contact us via:
| Phone: | +49 (0) 6172 484-418 |
| Fax: | +49 (0) 6172 484-429 |
| e-mail: | info@linotype.com |
Copyright © 2009 Linotype GmbH. All rights reserved.
We reserve the right of errors and changes.
We reserve the right of errors and changes.