General Sales Conditions of
Wickels Papierveredelungs-Werke Buntpapierfabrik GmbH

Art. 1 General - Application Area

 (1)  Our General Sales Conditions apply exclusively; opposing or differing conditions by the customer will not be recognized, unless we agreed to their validity in writing. Our General Sales Conditions will also apply if we execute the delivery to the customer while being aware of opposing or different conditions by the customer.

(2)  Any agreements made between us and the customer regarding the execution of this contract will be laid down in this contract.

(3)  Our General Sales Conditions only apply for companies in accordance with § 310 Section 1 BGB (German Civil Code).

(4)  In so far as these General Sales Conditions contain no or no valid regulations they will be complimented by the “Allgemeinen Verkaufsbedingungen für graphische Papiere und graphische Kartons zur drucktechnischen Anwendung” (General Sales Conditions for Graphic Paper and Graphic Cartons for Print Application) issued by the Verband Deutscher Papierfabriken e.V. (German Paper Factories Association) in the respective current version.

Art. 2 Offer - Offer Documents – Samples - Quality

(1)  We can accept orders within 2 weeks. All orders require our written confirmation. An agreement is only concluded once we have provided confirmation.

(2)  We reserve all ownership rights and copyrights to illustrations, drawings, calculations and other documents;. This also applies to such written documents as are indicated as "confidential". Forwarding and disclosure of such materials to third parties requires our written consent.

(3)   The subject of the Contract shall be the purchased goods alone with their respective characteristics and features as well as the designated use as stipulated in the order confirmation. Other or additional characteristics or properties or additional intended uses shall be included in this agreement only if we explicitly confirm them in writing. An additional warranty for the properties of the goods, or that the goods are going to maintain a certain property for a specified duration, is not granted.

(4)   Standard trade deviations in quality, size, strength, color or other appearance are reserved. All samples supplied are to be considered to be average samples. For products, we reserve the right of over-delivery or under-delivery of up to 15 %. In the case of wage work, we are not obliged to check the products supplied to us by the customer for processing suitability.

Art. 3 Prices - Terms of Payment

(1)  To the extent not designated otherwise in the order confirmation, all prices quoted are Ex Works, excluding packaging; this is invoiced separately.

(2)  VAT is not included in our prices; it will be separately itemized on the bill, in the statutory amount on the day of billing.

(3)  To the extent not designated otherwise in the order confirmation, the net sales price (due net) is due within 30 days or, including a 2% fast payment discount, within 14 days after the billing date. The legal regulations shall apply pertaining to the consequences of default in payment. If the buyer is in default with payments, all other amounts receivable will be due immediately.

(4)  The customer only has the right of setoff if his counterclaim has been legally established, is uncontested, or has been acknowledged by us. He shall, furthermore, be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

(5)  We are entitled to pass on receivables from our business relations, in particular within the framework of factoring or comparable financial institutes for receivables.

(6)  Offsetting shall only be possible in case of undisputed receivables or receivables determined without further legal recourse. The enforcement of a right of retention by the buyer shall be excluded, except if it is based on the same contractual relationship or if the counterclaims are undisputed or determined without further legal recourse.

Art. 4 Delivery Time

(1)  Delivery dates shall be binding only when they have been confirmed in writing. When our stated delivery time begins, we assume that all technical issues have been clarified. Acts of God, material and energy problems that have not been caused by ourselves, labor disputes, unexpected circumstances obstructing production or transport that are outside our sphere of influence relieve us to the duty to supply for the time of their duration and for an appropriate time span after that.

(2)  Compliance with our delivery obligation shall be subject to the prior timely and appropriate fulfillment of the contract partner's obligations. We retain the right to exercise the defense that the contract has not been fulfilled.

(3)  If the customer defaults in acceptance or culpably violates any of his obligations to cooperate, then we have the right to seek compensation for any damages we suffer or for any additional expenses we incur as a result. None of the foregoing is intended to prejudice other claims or rights.

(4)  If the conditions outlined in Section 3 exist, then the risk of accidental loss of or damage to the goods during this periods passes to the customer should he delay either in acceptance or payment.

(5)  We assume liability according to the statutory provisions if the underlying sales contract is a transaction for delivery by a fixed date in the meaning of § 286 Section 2 No. 4 BGB or § 376 HGB (German Commercial Code). We also accept liability according to the statutory provisions if, due to a delay on our part, the customer is justified in bringing a claim that as a result he no longer has an interest in fulfillment of the contract.

(6)  Moreover, we assume liability according to the statutory provisions if the delay in delivery is due to an intentional or grossly negligent contract violation on our part. The fault of our legal agents or vicarious agents will be imputed to us. If the delay is due to a grossly negligent contract violation on our part, our liability is limited to foreseeable and typical types of damage.

(7)  In addition, if there is a delay in delivery, in the context of liquidated damages, we pay an amount of 3% of the value of the goods to be delivered for each full week of delay but not in excess of an amount equivalent to 15% of the goods’ value.

Art. 5 Packaging

Packaging shall not be taken back.

Art. 6 Liability for Defects

(1)  The customer's claim for damages and compensation implies that obligations concerning examination and reprimand according to § 377 of the German Commercial Code have been met. The delivery item is to be inspected for defects prior to further processing, at the latest within 3 working days. We are to be notified of any discovered defects within 5 working days of their identification.

(2)  We do not assume liability if the defects are due to input, materials or designs provided by the customer.

(3)  If there is a delivery item defect present, we are obliged to either undertake reprocessing or to deliver a new item that is free of defects. In case of removal of defects or replacement, we are obliged to absorb all necessary transportation, shipping, work and material costs, if they are not increased by the fact that the item was brought to another location other than the place of fulfillment.

(4)  If reprocessing fails repeatedly, the client is entitled to either withdraw from this contract or to demand a discount.

(5)  We shall be liable in accordance with statutory provisions, insofar as the customer asserts claims for compensation based on intent or gross negligence, including the intent or gross negligence of our representatives or vicarious agents. As long as we are not accused of intentional contract violation, our liability is limited to foreseeable and typical types of damage.

(6)  We assume liability according to the statutory provisions if we culpably violate an important contractual obligation. In such cases, our liability is limited to foreseeable and typical types of damage.

(7)  As far as the customer is entitled to claims for damages or compensation instead of supplementary performance, HSW's liability in terms of Section 3 is also limited to the conceivable and typically eventuating damage.

(8)  Liability for culpable harm to life, the human body, or health remains unaffected; this applies also to the liability mandated under the German Product Liability Law.

(9)  In the absence of any provisions to the contrary above, liability shall be excluded.

(10)  The limitation period for claims for defects is 12 months, calculated from the date of the transfer of risk.

Art. 7 General Liability

(1)  Liability for damages extending further than prescribed in § 6, is excluded - without consideration of the legal nature of the asserted claim. This shall in particular apply to damage claims that arise from errors made when  signing a contract through other violations of obligations or through tort claims for restitution of damages according to § 823 BGB (German Civil Code).

(2)  The limitation according to Section (1) also applies if the client, instead of asserting his right to compensation for the damage by additional performance, demands reimbursement of useless expenses.

(3)  Insofar as liability for damages against us shall be excluded or restricted, this shall also apply with respect to personal liability for damages of our employees, members of staff, co-workers, representatives and vicarious agents.

Art. 8 Retention of Title

(1)  We reserve title in the purchased goods until receipt of all payments from the delivery contract. In the event of a breach of contract by the customer, especially a delay in payment, we are entitled to ask for return of the goods. Our taking back of the delivery item shall constitute a rescission of the contract. After the taking back, we are allowed to use it, its utilization revenue is to be deducted from the customer's liability less adequate utilization costs.

(2)  In case of levies of execution or other intervention of third parties, the orderer must immediately notify us in writing, so that we may raise a suit as per §771 ZPO. In as far as the third party is not capable of refunding us the cost of the action in and out of court according to §771 ZPO (German Civil Proceedings Code), the customer shall be liable for our loss.

(3)  The buyer shall be entitled to resell the delivery item in the ordinary course of business; he shall, however, assign to us here and now any claims amounting to the total sum invoiced (including VAT) accruing from the resale to the purchaser or third parties, regardless of whether the object of sale was resold with or without further processing. The customer remains entitled to assert the claim even after having assigned the claim. Our right to collect the claim ourselves shall remain unaffected by this. However, we undertake to refrain from collecting the claim as long as our contractual partner meets the payment obligations from the collected revenues, is not in delay of payment or, in particular, has not filed an application to open insolvency proceedings, or cessation of payments is given. If this is the case, however, we can demand that the purchasers make their accrued claims and their debtors known to us, report all necessary information for collection, hand over the corresponding documentation and inform the debtors (third parties) of the surrender.

(4)  The processing or alteration of the delivery item by the customer is always done for us. If the delivery item is processed or mixed together with other objects that do not belong to us, we shall acquire a share in the ownership of the new object in the proportion of the value of our purchase item (invoiced price plus VAT) to the other mixed items at the time of the mixing. For the item produced as a result of this processing, the same applies as to the purchased goods delivered under reserve.

(5)  The customer also cedes to us the claims for covering our claims against him, which arise by the connection of the delivery item with an estate against third parties.

(6)  We oblige to release the collateral due to us upon request of the customer to such an extent as the realizable value of our collateral exceeds the claims to be secured by more than 10 %; the choice of the securities to be released shall be ours.

(7)  We are entitled to enforce our rights from the reservation of ownership without prior withdrawal from the respective purchase agreement.

Art. 9 Place of jurisdiction - Place of Performance

(1)  Provided that the customer is a merchant, the sole place of jurisdiction is Fuerth (Bayern - Germany) or Pforzheim(Germany).

(2)  The laws of the Federal Republic of Germany apply.  Application of the UN Purchase Law is excluded.

(3)  To the extent that the order confirmation does not state otherwise, the place of performance is Fuerth (Bayern - Germany).