General terms and conditions (delivery and payment conditions) of “Druckerei Pircher GmbH”

1. Scope

1.1 The contractor's deliveries, services and offers are made exclusively on the basis of these terms and conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed again.

Counter-confirmations from the client with reference to his terms and conditions of business or delivery are hereby contradicted.

1.2 Deviations from these terms and conditions are only effective if the contractor confirms them in writing.

1.3 These terms and conditions remain binding even if individual parts are not effective for any reason.

1.4 These terms and conditions only apply to business transactions with entrepreneurs; they do not apply to legal transactions with consumers.

2. Price offers

2.1 The prices stated in the contractor's offer are valid subject to the proviso that the order data on which the offer is based remain unchanged.

The contractor's prices do not include VAT unless the communication or offer is aimed at consumers within the meaning of the Consumer Protection Act.

The contractor's prices apply ex works. They do not include freight, postage, insurance and other shipping costs.

Unless otherwise stated in the offer, this includes all order-related materials such as printing materials (paper, cardboard, etc.), printing devices (films, reproductions, plates, dies, etc.) and bookbinding materials as well as all special sales costs (special packaging, etc.). Daily prices that can be adjusted to the respective price situation at the time of production.

The prices only include the simple packaging (wrapping) of the printed products. If the client requests special packaging (cardboard, box, pallet, box), this will be charged at cost. If boxes or pallets are returned free of charge to delivery in perfect condition within 4 weeks, up to two thirds of the cost price of the boxes or pallets can be credited.

2.2 Orders whose wording deviates from the offers in any respect require confirmation by the contractor in order to be binding.

Objections due to a deviation in the content of an order confirmation from the order letter must be raised within two working days of receipt of the order confirmation, otherwise the content of the order confirmation is deemed to have been agreed.

2.3 Otherwise, price offers are generally non-binding unless they have been expressly agreed to be binding. An increase in relevant individual costs (e.g. films, plates, data carriers, paper, cardboard, printing forms, repros, bookbinding materials, data transfer costs, etc.) as well as an increase in personnel costs due to collective agreements or legal regulations after the price has been submitted but before the delivery is billed, entitles the contractor to invoice the resulting price increases, even without prior notification that the cost estimate has been exceeded. This condition is expressly approved by the client.

2.4 Subsequent changes at the request of the client (e.g. also as part of the so-called purchaser and author corrections) including the resulting machine downtime will be charged to the client. Subsequent changes also include repetitions of test proofs that are requested by the client due to minor deviations from the template or his information.

2.5 Exceeding the offer (cost estimate) caused by changes made by the client is deemed to have been approved by the client even without notification by the contractor. The client waives the right of withdrawal in such cases.

Order changes or additional orders can be invoiced at reasonable prices.

2.6 Design and printing costs as well as costs for final artwork are generally invoiced separately and are not included in the delivery prices. The same applies to all special requests that go beyond the usual scope, e.g. making samples, preparing and assembling the printing work. Samples and drafts made at the request of the client always remain the property of the contractor and will be invoiced separately, even if the order is not carried out.

2.7 The client bears the costs for data transfers initiated by him (e.g. transport costs). The contractor assumes no liability or warranty for transmission errors.

3. Invoice price

3.1 The contractor invoices his deliveries and services on the day on which he delivers - even partially -, stores them for the client or has them available on demand. The invoice price may differ from the order price if the changes to the calculation basis mentioned in point 2 have occurred or if changes have been made by the client after the order has been determined.

4. Payment Terms

4.1 Payment (net price plus VAT) must be made within 10 calendar days (receipt on our account) after the invoice date without deductions. If a discount period is agreed, the agreed discount amount can be deducted from the invoice amount within the agreed payment deadline (calendar days). However, the invoice amount, if stated on the invoice, does not include costs for freight, postage, insurance or other shipping costs as well as the ARA license fee.

Bills of exchange and checks are not accepted.

4.2 If large quantities of paper and cardboard, special materials or advance services are provided, the contractor can demand advance payments for this.

4.3 The contractor has no obligation to carry out the order before a stipulated down payment has been made. Any further consequences arising from this (e.g. non-compliance with delivery deadlines) will be borne by the client.

4.4 The client can only offset an undisputed or legally established claim. A client who is a registered merchant within the meaning of the UGB is not entitled to any retention or offsetting rights.

4.5 Justified complaints do not entitle the customer to withhold the entire invoice amount, but rather only a reasonable portion of it.

5. Late Payment

5.1 If a significant deterioration in the client's financial circumstances becomes known or if he is in default of payment, the contractor has the right to demand immediate payment of all invoices, including those that are not yet due. In addition, the contractor has the right to make continued work on current orders dependent on proportional payments. Furthermore, the contractor has the right to withhold the goods that have not yet been delivered and to stop further work on ongoing orders if the pro rata payments are not made.

The contractor is also entitled to these rights if the client does not make payment despite a reminder justifying the default.

5.2 In the event of culpable late payment, the customer undertakes to pay default interest of 4% per year. The customer is also obliged to compensate for other damage caused by his culpable delay. This includes, in particular, the necessary costs of appropriate out-of-court debt collection or collection measures, provided that these are proportionate to the claim being pursued.

5.3 In the event of a delay, the client undertakes to reimburse the contractor for the reminder and collection costs incurred, insofar as they are necessary for the appropriate legal prosecution, whereby he specifically undertakes to reimburse a maximum of the remuneration of the debt collection agency involved arise from the BMWA regulation on the maximum rates of remuneration due to debt collection agencies. If the contractor operates the dunning process himself, the client undertakes to pay an amount of €10 per reminder and an amount of €15 per half-year for keeping records of the debt in the dunning process.

In addition, any other verifiable damage, in particular the damage that arises as a result of non-payment resulting in correspondingly higher interest on any credit accounts on the part of the contractor, must be compensated, regardless of the fault for the late payment.

6. Delivery time

6.1 The delivery time begins on the day the order is received by the contractor, provided that all working documents are available to the contractor in full (data by 1 p.m.) and nothing different is noted in the order confirmation; it ends on the day on which the goods leave the contractor's premises.

6.2 Agreed delivery times are generally only approximate dates, unless they have been expressly confirmed in writing as fixed dates.

If a fixed date has been agreed upon, the obligations to cooperate (e.g. delivery of defect-free data, checking of preliminary and interim results, delivery of films, templates, author correction, etc.) and their dates must be specified when the order is placed. If the client does not fulfill his obligation to cooperate or does not meet the agreed deadlines, the contractor is not liable for compliance with the agreed delivery date. This also applies in the event of subsequent changes to the order by the client. In addition, the contractor is entitled to reimbursement of the resulting costs.

6.3 The delivery time will be interrupted for the duration of the client's examination of sent brush prints, control PDFs, proofs or samples.

6.4 In the event of a delay in delivery, the client can only demand fulfillment and compensation for damages due to the delay after setting a reasonable grace period or can only withdraw from the contract after setting a new grace period. The grace period must be appropriate to the nature and scope of the order.

6.5 In the event of force majeure or other unforeseeable, extraordinary circumstances beyond our control, e.g. B. in the event of material procurement difficulties, operational disruptions, strikes, lockouts, lack of means of transport, official intervention, energy supply difficulties, etc. - even if they occur with upstream or sub-suppliers - if the contractor is prevented from fulfilling his obligation on time, the delivery time is extended appropriate scope. If the delivery or service becomes impossible or unreasonable due to the circumstances mentioned, the contractor is released from the obligation to perform. If the delay in performance lasts longer than two months, the client is entitled to withdraw from the contract. If the delivery time is extended or the contractor is released from his performance obligation, the client cannot derive any claims for damages from this. The contractor can only rely on the circumstances mentioned if he notifies the client immediately.

7. Delivery

7.1 Deliveries are made from the contractor's premises at the expense and risk of the client, unless otherwise agreed.

Transport insurance will only be taken out at the express request and at the expense of the client. The risk passes to the client as soon as the shipment has been handed over to the person carrying out the transport or has left the contractor's warehouse for shipping. If shipping is delayed at the request of the client, the risk is transferred to the client upon notification of readiness for shipping.

7.2 Over and under deliveries are permitted up to a print run of 10,000 pieces at 10% and from 10,000 pieces at 5% and will be charged pro rata based on the production run (taking into account the type, scope and processing of the printed product). If the material is provided, the tolerance rates of the supplier industry are also taken into account.

For deliveries of special paper products under 1,000 kg, these percentages increase to 10% or 20%, and under 2,000 kg to 8% or 15%.

8. Typesetting and printing errors, corrections

8.1 Typesetting errors will be corrected free of charge if they are the fault of the contractor.

8.2 Changes to the print template will be charged to the client based on the working time spent (author's correction).

Changes ordered by telephone, fax or email will be carried out by the contractor without liability for their accuracy.

If the client requests changes or corrections via email, the client is obliged to immediately inform the contractor of this email in an appropriate manner (e.g. by telephone or fax). This applies in particular to subsequent changes to proofs that have already been printed.

8.3 Proofs will only be presented to the client upon express request. However, the contractor is entitled to submit proofs even without an agreement to this effect. In this case, too, the client is obliged to approve the proofs. The contractor is entitled to set a reasonable deadline for the client to carry out the correction. If you refrain from submitting a proof, the contractor is liable for any inaccuracies in the print execution for which he is responsible.

8.4 For spelling in German, the latest edition of the Duden (“new spelling”) is authoritative.

9. Default in Acceptance

9.1 The client is obliged to immediately accept the goods sent or made available for collection in accordance with the contract; if he does not fulfill this obligation, the delivery is deemed to have taken place on the day on which acceptance should have taken place in accordance with the contract; The risk of accidental loss is then transferred to the client.

9.2 If there is a delay in acceptance or if delivery is impossible due to force majeure, the contractor is entitled to store the goods himself or with a freight forwarder at the expense and risk of the client.

10. Complaints/Warranty

10.1 The client must always check the conformity with the contract of the delivered goods and of the preliminary or intermediate products sent for correction. The risk of any errors passes to the client upon approval for printing, unless these are errors that only arose or could be identified in the production processes following the declaration of readiness for printing. The same applies to all other releases from the client for further production.

10.2 Complaints (notices of defects) due to obvious defects must be reported to the contractor immediately after delivery. Hidden defects must be reported to the contractor immediately after they are discovered, but at the latest within 3 months after the goods have left the contractor's premises or their area of control.

10.3 The warranty periods for movable items are six months.

10.4 The presumption regulation of § 924 ABGB is excluded. The existence of the defect at the time of handover must be proven by the client.

10.5 The right of recourse according to § 933 b, second sentence ABGB, expires two years after the service has been provided by the contractor.

10.6 In the event of justified complaints, the contractor is obliged, at his discretion, to make repairs and/or deliver a replacement, excluding other claims, up to the amount of the order value, unless a guaranteed feature is missing or the contractor or his vicarious agent is guilty of intent or gross negligence Load. The same applies in the event of a justified complaint about the repair or replacement delivery. In the event of delayed, omitted or unsuccessful repairs or replacement delivery, the client can demand a reduction in the remuneration or withdraw from the contract.

The contractor's liability for consequential damage caused by defects is excluded unless the contractor or his vicarious agents are guilty of intent or gross negligence.

10.7 If the order involves contract finishing work or the further processing of printed products, the contractor is not liable for any resulting impairment of the product to be finished or further processed, unless the damage was caused intentionally or through gross negligence.

10.8 In the case of partial delivery, these regulations apply to the delivered part. Defects in part of the delivered goods do not give rise to a complaint about the entire delivery.

10.9 In the case of colored reproductions using all printing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between proofs and edition printing, especially if the proof and edition paper do not match. A guarantee for the authenticity properties of colors, bronzes, varnishes, impregnations, laminations and rubber coatings is only provided to the extent to which the upstream suppliers have committed themselves to the contractor.

10.10 If a digital proof (view PDF) is sent to the client as a correctable intermediate product for printing approval, it is expressly pointed out that the end product has color deviations and these are caused by different printing or manufacturing processes. If a binding proof is desired, the costs incurred must be borne by the contractor.

10.11 The contractor is only liable for deviations in the quality of the material used up to the amount of his own claims against the respective supplier. In such a case, the contractor is released from liability if he assigns his claims against the suppliers to the client.

For the materials used, the tolerances that are contained in the relevant delivery conditions of the suppliers or are customary in the industry apply. These will be communicated separately upon request.

10.12 The contractor is under no circumstances liable for damage caused by inadequate storage of the products on the part of the client.

10.13 If printed products complained about can no longer be returned to the contractor, a warranty or compensation will only be given if precise defect documentation corresponding to a recognized quality control method is presented to the contractor. The client acknowledges that in the event of discrepancies, an Austrian judicial expert from the relevant specialist area will be called in to resolve the dispute.

11. Limitation of Liability

11.1 Claims for damages are excluded unless the damage was caused by intentional or grossly negligent action.

Claims for damages due to impossibility of performance are limited to compensation for foreseeable damage and the amount of the order value, unless the damage was caused by intentional or grossly negligent action.

The above limitations of liability apply to the same extent to the contractor's vicarious agents or agents.

In commercial transactions, the contractor is also not liable for gross negligence on the part of vicarious agents or agents, unless the allegation of gross negligence affects a senior employee of the contractor.

11.2 In the event of liability, only monetary compensation can be demanded, whereby liability is limited to the amount of the order value. In view of this, the client is recommended to take out additional insurance.

If damage is due to a fault on the part of the contractor (excluding gross negligence), it is limited to the amount of the order value (i.e. own work excluding advance work and materials). Lost profits cannot be claimed.

11.3 Otherwise, claims for damages must be asserted in court within six months of knowledge of the damage or within three years of delivery or provision of services.

After one year from delivery or service provision by the contractor, the burden of proof falls on the client.

11.4 If the contractor is liable, he will be released from liability to the extent that he assigns existing and enforceable claims against supplying or processing companies to the client.

11.5 The obligation to pay compensation for property damage resulting from the Product Liability Act as well as product liability claims that can be derived from other provisions are excluded.

The liability limitations must be passed on in full to any buyers, with the obligation to further transfer them.

The delivery item only offers the level of security that can be expected taking into account the material-specific properties.

12. Materials and data provided

12.1 Materials provided by the client, such as templates or files, clichés, films, data carriers of all kinds, paper, etc., must be delivered to the contractor's premises free of charge. Receipt is confirmed without guarantee for the accuracy of the quantity stated in the delivery documents. The contractor is only able to carry out a proper acceptance and inspection during the production process and is only liable for damage caused by his own fault (see Section 11).

The contractor has no obligation to check or warn the materials, data as PDF (e.g. by email) and printing devices such as typesetting provided, clean prints and the like, data carriers, films, etc. delivered or transferred by the client himself or by a third party engaged by him. In particular, in the case of data storage media provided or transferred data, the accuracy of the stored data (texts, images) is no longer checked by the contractor. There is also no liability on the part of the contractor for errors in and with such printing devices provided directly or indirectly by the client, nor for errors in the end product that can be traced back to incorrectly supplied data. If the client requests a review by the contractor, this and any corrections will be charged separately.

12.2 Templates used by the client for the order (e.g. computer printouts, digital proofs) are not binding; Color-accurate proofs are excluded. It is expressly pointed out that the final product may contain color variations due to the different manufacturing processes.

12.3 The following points also apply to the acceptance of data provided by the client:

The client must provide a composite file in PDF/X format. Fonts contained in the document must be embedded, imported image files and fine data (OPI) must be included. Application formats (e.g. Quark-X-Press, Adobe Photoshop, Adobe InDesign, etc.) require prior agreement between the client and the contractor. With the data, the contractor receives a proof print (1:1) from the client as well as a list of all files transmitted via data carriers or telecommunications devices (name, date, time) with the fonts used (name of the font, manufacturer, version number) and the programs used (Name, manufacturer, version number). A Ugra/Fogra media wedge CMYK-TIFF must be printed on a digital proof. A print control strip must be printed on an analog proof, on which the solid coloring and dot gain of CMYK colors can be measured. To avoid errors, the client must clearly mark the following details on the proof print: text, layout and image changes requested by the client; “Placeholders” for images and texts; special effects such as cropping, distortions, special colors (exact definition using the HKS or Pantone scale) and grid gradients; Format with and without bleed (minimum 3 mm). In order to avoid quality reductions, the client must provide images as CMYK data. The client guarantees that only licensed fonts (only Postscript fonts) are used to create the data carrier. If the amount of data supplied by the client is more than 25 MB, the costs incurred for checking the data will be charged to the client based on the time spent.

If the client does not provide a proof print or a list of files, these will be created by the contractor if necessary and additionally invoiced to the client.

12.4 The contractor is entitled to charge all costs associated with the inspection and storage of the material provided.

12.5 Packaging material as well as the usual waste from trimming, punching, printing equipment and printing become the property of the contractor upon processing.

13. Order documents

13.1 The contractor is liable for manuscripts, drafts, templates, printing forms, slides, films, data carriers and other documents within the meaning of Section 12 1. up to a point in time four weeks after completion of the order. Furthermore, the contractor assumes no liability whatsoever for documents that are not requested back.

The contractor is also not obliged to keep these documents or the items intended for reuse beyond the specified date.

13.2 The items described above will be treated with care until the delivery date, provided they have been provided by the client. The contractor is only liable for damage in the event of intent or gross negligence.

The contractor is liable as custodian within the meaning of the General Civil Code.

13.3 If the above-mentioned items are to be insured, the client must arrange the insurance himself.

14. Storage of printed matter, archiving of data

14.1 The contractor has no obligation to store printed products, work aids, intermediate products and printing devices (such as imageable data, films, assemblies, printing forms, printing cylinders, cutting forms, papers, etc.) after the order has been carried out, unless there is a special requirement for this Agreement has been reached with the client; In this case, the client bears the costs and risks of storage.

14.2 If temporary storage has been expressly agreed with the contractor, the contractor is only liable for damage caused to the goods during storage in the event of intent or gross negligence. The contractor is not obliged to take out insurance to cover risks to stored goods.

14.3 The contractor charges the client for the storage of finished or semi-finished products in accordance with the applicable shipping tariff for commercial goods. The temporary waiver of the storage fee does not include any waiver of the storage fee for products still stored by the contractor. The calculation is made retrospectively for 3 months.

The agreed obligation to store printing devices (cutting formers, clichés) expires if the client does not pay the costs charged for this within 4 weeks.

14.4 Products to which the Contractor is entitled, in particular data and data carriers, will only be archived by the Contractor after express agreement and for special compensation beyond the time the end product is handed over to the Client or his vicarious agent. If the aforementioned items are to be insured, the client must do this themselves if no agreement has been made.

15. Periodic works

15.1 If the order includes the carrying out of regularly recurring printing work and a final date or notice period has not been agreed, then the order can only be terminated by written notice with three months' notice to the end of a calendar quarter.

16. Retention of title

16.1 The business objects, work aids and intermediate products used by the contractor to produce the contractual product, in particular documents, data carriers, printing plates, lithographs, films, plates, matern, punches, stereos and galvanos and other aids (printing devices) required for the production process as well as the processed data remain the property of the contractor and will not be delivered, even if the client has paid compensation for this work or they are invoiced separately. There is also no release for use. This also applies to work aids (printing devices and data) that were manufactured by another company on behalf of the contractor obliged to deliver.

17. Copyrights

17.1 Insofar as the contractor himself is the owner of the copyright and ancillary copyright rights to the delivered products or parts thereof, the client only acquires the non-exclusive right to distribute the delivered products upon acceptance of the delivery; Otherwise, the rights of use, in particular the right of reproduction, remain unaffected in the hands of the contractor. The contractor has the exclusive right to use the means of reproduction (typesetting, processed data, data carriers, films, repros, etc.) and printed products (flags, rough prints, etc.) produced by him to produce copies. He is not obliged to release such means of reproduction, not even for purposes of use.

17.2 The contractor is not obliged to check whether the client has the right to reproduce the templates of any kind, to edit or change them in accordance with the order or to otherwise use them in the intended manner, but is entitled to assume that the client to have all those rights towards third parties that are necessary for the execution of the order. The client expressly guarantees that he has these rights.

17.3 If the client provides fonts or application software in order to be able to further process the data supplied by him, the client assures the contractor that he is entitled to this limited transfer of use.

The contractor assures the client that he will only use these fonts or application software to process the specific order.

17.4 The client is obliged to indemnify and hold the contractor harmless from all claims made by third parties arising from violations of copyrights, ancillary copyrights, other industrial property rights or personal rights.

The contractor must immediately notify the client of such claims and, if legal action is taken, notify him of the dispute. If the client does not join the proceedings as a party to the dispute after the dispute has been announced, the contractor is entitled to recognize the claim of the plaintiff and to hold himself harmless from the client regardless of the legality of the recognized claim.

18. Liability of the intermediary

18.1 If a print agent acts on behalf of an end customer (invoice recipient), he is liable as guarantor and payer for the collectability of the contractor's claim. However, the contractor only has the right to demand payment of the outstanding claim from the print agent after a failed reminder from the end customer (invoice recipient).

18.2 The print broker undertakes to transfer the contractor's rights to his end customer (invoice recipient). In the event of a complaint, both the printing agent and the end customer (invoice recipient) must be involved.

19. Retention of title

19.1 The delivered goods remain the property of the contractor until the delivery price has been paid in full.

19.2 The following conditions only apply to business relationships with clients who are full merchants within the meaning of the UGB:

The goods remain the property of the contractor until all claims of the contractor against the client that exist as of the invoice date have been paid in full. In the case of current invoices, the reserved property serves as security for the contractor's balance claim.

The client's claims from a resale of the reserved goods are assigned to the contractor as soon as the order is placed to secure all of the contractor's claims from the business relationship.

The client is only entitled and authorized to resell the reserved goods on the basis of a purchase, work, work delivery or similar contract if the claim from the resale is transferred to the contractor.

For products that are subject to copyright protection, the client is obliged to provide or transfer the rights of use (exploitation rights) to the contractor.

The client is not entitled to make any other disposals over the reserved goods. At the request of the contractor, the client is obliged to inform the third-party purchaser of the assignment for payment to the contractor.

If the value of the security existing for the contractor exceeds the contractor's claim by more than 20%, the contractor is obliged to release securities of the client's choice at the request of the client or a third party affected by the contractor's over-security.

20. Right of retention

20.1 The contractor is entitled to a right of retention in accordance with Section 369 of the Austrian Commercial Code (UGB) on templates, slides, clichés, films and repros, manuscripts, data carriers, raw materials and other items delivered by the client until all outstanding claims arising from the business relationship have been met in full.

21. Name or brand imprint

21.1 The contractor is entitled to affix his company name or brand name to the products to be executed, even without special permission from the client. This comes into effect in particular when an imprint is printed (according to media law).

22. Applicable law, place of performance, place of jurisdiction

22.1 Austrian substantive law applies. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded. The contract language is German.

22.2 The place of performance for delivery and payment is the registered office of the contractor.

22.3 The place of jurisdiction for legal disputes regarding the existence or non-existence of a contractual relationship that is subject to these terms and conditions of delivery and payment or for legal disputes arising from such contractual relationships is, at the contractor's discretion, the place of jurisdiction of the contractor or the general place of jurisdiction of the client against the contractor exclusively the general place of jurisdiction of the contractor. Kufstein is agreed as the place of jurisdiction.

23. Order agreement

23.1 All order agreements, including subsequent changes, additions, etc., must be in writing to be valid. The requirement to be in writing also applies to departures from the written form. Oral agreements, e.g. B. by field staff, unless confirmed in writing, are deemed not to have taken place.

24. Data Protection

24.1 When handling personal data, the contractor will comply with the provisions of the Data Protection Act and the Telecommunications Act and will take the technical and organizational measures necessary for data protection in the contractor's area of responsibility.

24.2 The contractor undertakes in particular to encourage its employees to comply with the provisions of the Data Protection Act.

24.3 The contractor is not obliged to check the admissibility of the data processing commissioned by the client in the sense of data protection regulations. The client must ensure that the transfer of personal data to the contractor and the processing of such data by the contractor are permissible. The client must indemnify and hold the contractor harmless from the provision of personal data.

24.4 The contractor takes all reasonable measures to protect the client's data and information stored at the contractor's location against unauthorized access by third parties. However, the contractor is not responsible if third parties still manage to gain access to the data and information in an unlawful manner (according to Article 32 GDPR).

24.5 By concluding the contract, the client gives his consent that the data from this business transaction may also be transmitted to subcontractors who are involved in the processing of this order. Subcontractors are contractually obliged to comply with data protection regulations.

24.6 Personal data (address files) will be deleted after the print job has been completed. Other personal data is subject to statutory retention requirements.