Zetweka Print & Production Management
Bläser GmbH & Co. KG
50931 Köln – Rautenstrauchstraße 81
Phone +49 221 940 570 0
Fax +49 221 401 197
Registration court: Amtsgericht Köln
Managing Partners: Manfred H. Bläser, H.-Jürgen Klusch
Registration number: HRA 21577
VAT No: DE235004269
Zetweka Print & Production Management
Zentral Werbedienst Köln Bläser Verwaltungsgesellschaft mbH
Registration court: Amtsgericht Köln
Registration number: HRB 51499
Data security officer
GLENDE.CONSULTING GmbH & Co. KG
Prof. Ulf Glende
netzreform Neue Medien GmbH, www.netzreform.de
Liability for Content
We make every effort to keep the information on our Web site current, but accept no liability whatsoever for the content provided. Pursuant to §7 par. 1 of TMG (German Tele-Media Act), the law limits our responsibility as a service provider to our own content on these Web pages. According to §§8 to 10 of TMG, we are not obligated to monitor third party information provided or stored on our Web site. However, we shall promptly remove any content upon becoming aware that it violates the law. Our liability in such an instance shall commence at the time we become aware of the respective violation.
Liability for Links
Our site contains links to third-party Web sites. We have no influence whatsoever on the information on these Web sites and accept no guaranty for its correctness. The content of such third-party sites is the responsibility of the respective owners/providers. At the time third-party Web sites were linked to ours, we found NO GROUNDS WHATSOEVER of any likely contravention of the law. We shall promptly delete a link upon becoming aware that it violates the law.
The content and works provided on these Web pages are governed by the copyright laws of Germany. Duplication, processing, distribution, or any form of commercialization of such material beyond the scope of the copyright law shall require the prior written consent of its respective author or creator.
Please be aware that there are inherent security risks in transmitting data, such as e-mails, via the Internet, because it is impossible to safeguard completely against unauthorized access by third parties. Nevertheless, we shall safeguard your data, subject to this limitation. In particular, personal information will be transmitted via the Internet only if it does not infringe upon third-party rights, unless the respective party has given its prior consent in view of such security risks. Accordingly, as the Web site provider, we shall not be held liable for any damages incurred as a consequence of such security risks or for any related acts of omission on our part. We oppose the use of any available contact information by a third party for sending unsolicited advertisements. As the Web site provider, we reserve the express right to take legal action against unsolicited mailing or e-mailing of spam and other similar advertising materials.
General Delivery Terms
of Zetweka Print & Production Management Bläser GmbH & Co. KG
Article 1 Scope
(1) All deliveries, services and offers of Zetweka Print & Production Management Bläser GmbH & Co.
KG (hereinafter referred to as “Seller”) shall exclusively take place on the basis of these General
Delivery Terms. They are an integral part of any and all contracts entered into by the Seller with its
contractual partners (hereinafter referred to as “Clients”) on the goods or services offered by the
Seller. They shall also apply to any and all future deliveries, services or offers to the client, even if they
are not specifically agreed again.
(2) Terms and conditions of the client or third parties shall not apply, even if their application is not
separately objected to in the individual case by the Seller. Even where the Seller makes reference to a
written document containing or making reference to terms and conditions of the client or of a third
party, such shall not constitute agreement to the application of those terms and conditions.
Article 2 Offer and Contract Conclusion
(1) All of the Seller’s offers are not binding and without obligation, unless they are expressly identified
as binding or include a certain acceptance period. Orders may be accepted by the Seller within
fourteen days after receipt.
(2) The purchasing agreement concluded in writing, including these General Terms and Conditions of
Delivery, shall be exclusively governing with regard to the legal relationships between the Seller and
the client. Such purchasing agreement reflects any and all agreements between the contractual
parties relating to the contractual matter in full. Any verbal agreements made by the Seller prior to the
conclusion of this agreement are not legally binding, and verbal agreements between the contractual
parties shall be replaced by the written contract, unless it expressly arises from them that they will
continue to be binding.
(3) Amendments of and supplements to the agreements made, including these General Terms of
Delivery, must be made in writing in order to be effective. With the exception of general managers and
authorized signatories, Supplier’s employees shall not be authorized to made any deviating oral
agreements. Transmission by telecommunications, in particular by fax or by email, shall be sufficient
to meet the requirement of written form if the copy of the signed declaration is transmitted.
Information of the Seller on the item of delivery or service (such as weights, dimensions, value-in-use
characteristics, loading capacity and technical data), as well as our representations thereof (such as
drawings, and illustrations) shall only be approximate, unless the usability for the contractually
intended purpose requires exact conformity. They are not guaranteed quality features, but rather
descriptions or characterizations of the supply or service. Deviations customary in the trade and
deviations based on statutory provisions or constituting technical improvements, as well as the
replacement of components by equivalent parts, shall be permissible unless they negatively impact the
usability for the contractually designated purpose.
(5) The Seller shall retain ownership or copyright of any and all offers and cost estimates, as well as of
all drawings, images, calculations, prospectuses, catalogues, models, tools, and other documents and
resources provided to the client. The client may neither make these items as such nor their contents
available to third parties without the express consent of the Seller, or make them known, or use or
distribute them themselves or through third parties. Upon the request of the Seller, the client must
return these items in full to the Seller and destroy any copies made, if they are no longer required in
the proper course of business or if negotiations fail to result in the conclusion of a contract.
Article 3 Prices and Payments
(1) The prices apply to the scope of supply and services listed in the order confirmations. Additional or
special services are invoiced separately. Prices are to be understood in EURO ex works plus
packaging, statutory value-added tax, customs duties in the event of export deliveries, as well as fees
and other public charges.
(2) Where the agreed prices are based on the Seller’s price list and the delivery is only to take place
more than four months after entering into a contract, the Seller’s list prices at the time of delivery shall
apply (in each case minus an agreed percentage or fixed-rate discount).
(3) Invoice amounts are to be paid within 30 days without any deduction, unless otherwise agreed in
writing. The date of payment shall be governed by its receipt by the Seller. Checks shall only be
deemed to be payment after cashing. If the client fails to make payment when due, the outstanding
amounts are to be charged interest from the due date at 5% annually. The right to assert higher
interest and other damage in the event of default of payment shall remain unaffected.
(4) The offsetting with counterclaims of the client or the retention of payments due to such claims shall
only be permitted if the counterclaims are uncontested or legally effective.
(5) The Seller shall be entitled to carry out any outstanding deliveries or perform outstanding services
only against payment in advance or against provision of a collateral if, subsequent to entering into the
contract, the Seller becomes aware of circumstances, which are capable of significantly reducing the
client’s creditworthiness and by which the payment of the Seller’s outstanding receivables by the client
under the respective contractual relationship (including under other individual orders, which are based
on the same framework contract) is jeopardized.
Article 4 Delivery and Delivery Time
(1) Deliveries are made ex factory.
(2) Delivery times and dates for supplies and services indicated by the Seller shall in all cases only be
approximate, unless a fixed period or a fixed date has been expressly warranted or agreed. If
shipment is agreed, the delivery times and dates shall apply to the time of handover to the shipper,
carrier or third party authorized to carry out the transport.
(3) The Seller may, irrespective of its rights from delay by the client, request from the client an
extension of the deadlines for delivery and service or to request a delay of the deadlines for delivery
and service by such period in which the client fails to comply with its contractual obligations to the
(4) The Seller shall not be liable if it is impossible to make a delivery or for postponed deliveries, where
such result from force majeure or other events that were not foreseeable at the time when the contract
was entered into (e.g., interruptions in operations of any kind, difficulties in the procurement of
materials or energy, transportation delays, strikes, lawful lockouts, lack of workforce, energy or raw
materials, difficulties in procuring necessary official approvals, official measures or non-delivery or
incorrect or late delivery by suppliers), for which the Seller is not responsible. Where such events
significantly complicate the delivery or service or render it impossible and the impediment is not only of
a temporary nature, the Seller shall be entitled to rescind from the contract. In the event of
impediments of a temporary nature, the delivery or service periods shall be extended or the delivery or
service dates shall be postponed by the period of the impediment in addition to a reasonable start-up
period. If the client cannot be reasonably expected to accept the delivery or service due to the delay,
the customer may rescind from the contract by immediate declaration to the Seller in writing.
(5) The Seller shall only be entitled to make partial deliveries where
- the partial delivery is usable by the client in the context of the contractual intended use,
• the delivery of the remaining goods is secured and
• the client does not incur any considerable additional expense or additional costs (unless the
Seller declares that it is prepared to accept these costs).
(6) Where the Seller falls behind with a delivery or service of if a delivery or service becomes
impossible for the Seller, on any grounds whatsoever, the Seller’s liability shall be limited to
compensation for damages in accordance with Article 8 of these General Terms of Delivery.
Article 5 Place of Performance, Shipping, Packaging, Transfer of Risk, Acceptance
(1) Place of performance for any and all obligations arising from the contractual relationship shall be
Cologne, unless provided otherwise. If the Seller is also due to perform the installation, place of
performance shall be the place where the installation is to take place.
(2) The shipping mode and type of packaging shall be subject to the Seller’s reasonable discretion.
(3) At the latest, the risk shall transfer to the client upon the handover of the delivery item (with the
commencement of the loading process governing) to the forwarding agent, freight carrier or other third
party designated for carrying out the shipment. This shall also apply where partial deliveries are made
or the Seller has taken on responsibility for other services (e.g., shipping or installation). Where
shipment or handover of the goods are delayed due to circumstances for which the client is
responsible, risk shall pass to the client from such day at which the delivery item is ready for shipment
and the Seller has notified the client thereof.
(4) Storage costs after the transfer of risk shall be borne by the client. In case of storage by the Seller,
the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per week
of storage. The assertion and proof of additional or lower storage costs shall remain reserved.
(5) The shipment shall be insured by the Seller only at the express request of the client and at the
client’s own expense against theft, breakage, transport, fire and water damage or other insurable risks.
(6) Where acceptance is required, the purchased goods shall be considered accepted where
• the delivery, and where also required of the Seller, the installation is completed,
• the Seller has notified the client accordingly, advising of the requirement of acceptance under
this Article 5(6), and has requested the client to accept the goods,
• twelve (12) working days have passed since the delivery or installation, or the client has started
to use the purchased goods (such as by placing the delivered equipment into operation) and in
such event six (6) working days have passed since delivery or installation; and
• the client has not explicitly declared the acceptance of goods within such period for a reason
other than as a result of a defect of which the Seller has been notified, which materially impairs
or renders the use of the purchased goods impossible.
Article 6 Warranty, Material Defects
(1) The warranty period shall be one year from the date of delivery or, where acceptance is required,
from the date of acceptance.
(2) The delivered goods must be thoroughly inspected immediately upon delivery to the client or to the
third party designated by the client. If the client does not submit a written claim to the Seller within
seven working days of delivery, the delivered goods shall be considered to have been approved by the
client with regard to apparent defects or other defects, which would have been detectable if an
immediate, thorough inspection had been carried out. With respect to other defects, the delivered
goods shall be considered to have been approved by the client, if the client does not submit a written
claim to the Seller within seven working days after the defect has become apparent. If the defect was
apparent to the client during normal use already at an earlier time, however, such earlier time shall be
governing with regard to the start of the period for the submission of claims. Upon request of the
Seller, a complained delivery article is to be sent back to the Seller carriage paid. In the event of a
justified complaint, the Seller shall reimburse the cost of the most cost-effective mode of shipment.
This shall not apply if the cost is increased because the purchased goods are located somewhere
other than at the place of their designated use.
(3) In the event of defects of the delivered goods, the Seller shall initially be obligated and entitled to
repair or replacement at its choice to be made within a reasonable period. In the event of failure,
meaning the impossibility, unreasonableness, refusal or unreasonable delay of the repair or
replacement, the client may rescind the contract or reduce the purchase price accordingly.
(4) Where a defect is the fault of the Seller, the client may request compensation for damages if the
requirements stipulated under Article 8 are met.
(5) In the event of defects of components of other manufacturers, which the Seller cannot rectify on
grounds of licensing laws or on factual grounds, the Seller at its discretion shall assert its warranty
claims against the manufacturers and suppliers for the account of the client or assign them to the
client. Warranty claims against the Seller shall exist for such defects under the other conditions and in
accordance with these General Terms of Delivery only where the legal enforcement of the
aforementioned claims against the manufacturer and supplier was unsuccessful or is pointless, for
example, due to an insolvency. For the duration of the legal dispute, the statute of limitations of the
warranty claims concerned of the client against the Seller shall be suspended.
(6) The warranty shall be void where the client modifies the delivered goods, or arranges for them to
be modified by third parties, without the consent of the Seller, thereby rendering remedy of the defects
impossible or unreasonably difficult. In any event, the additional cost of remedying the defects incurred
by the Seller as a result of the modification shall be borne by the client.
(7) Any delivery of used items agreed in an individual case with the client shall be performed in
exclusion of any warranty for defects.
Article 7 Industrial Property Rights
(1) The Seller warrants and represents in accordance with this Article 7 that the delivered goods are
free of any industrial property rights or copyrights of third parties. Each party to the contract shall notify
the other party in writing without undue delay if claims are made against such party regarding the
infringement of such rights.
(2) In the event that the delivered goods infringe an industrial property right or copyright of a third
party, the Seller shall, at its discretion and at its own expense, modify or replace the delivered goods in
such a way that rights of third parties are no longer infringed but the delivered goods continue to fulfil
the contractually agreed functions, or shall provide the client with rights of use by means of a licensing
agreement. If the Seller fails to accomplish such within an appropriate period, the client shall be
entitled to rescind the contract or reduce the purchase price appropriately. Any claims to
compensation for damages on the part of the client shall be subject to the limitations of Article 8 of
these General Terms of Delivery.
(3) In the event of legal infringements by products of other manufacturers delivered by the Seller, the
Seller shall assert at its option its claims against the manufacturers and preliminary suppliers for the
account of the client or assign them to the client. In such events, claims against the Seller shall exist in
accordance with this Article 7 only where the judicial enforcement of the claim against the
manufacturers and preliminary suppliers was unsuccessful or is futile, for example because of
Article 8 Liability for Damages Caused by Fault
(1) The Seller’s liability for compensation of damages, irrespective of legal grounds, in particular due to
impossibility, default, defective or incorrect delivery, breach of contract, infringement of duties during
contract negotiations and liability in tort, to the extent that culpability is relevant, shall be limited
pursuant to the provisions of this Article 8.
(2) The Seller shall not be liable in the event of simple negligence of its corporate bodies, legal
representatives, employees or other vicarious agents, unless material contractual obligations have
been breached. Material for the contract are obligations for the timely delivery and installation of the
delivered goods free of significant defects impairing its functionality and usability more than only
insignificantly, as well as consulting, protection and due care obligations, which are to enable the client
to contractual use the delivered goods or serve the purpose of protecting life and health of the client’s
personnel or of protecting the client’s property against substantial damage.
(3) Where the Seller is liable on the merits for compensation of damages pursuant to Article 8(2), such
liability shall be limited to damage, which the Seller has anticipated at the time of entering into the
contract as a possible consequence of a breach of contract or which the Seller should have foreseen
by applying due care and attention. In addition, indirect and consequential damage arising from
defects of delivered goods shall only be eligible for compensation where such damage is typically to
be expected with the intended use of the delivered goods.
(4) In the event of a liability for simple negligence, the Seller’s obligation to compensate for damage to
property and arising further financial damage shall be limited to an amount of EUR 500,000 (five
hundred thousand euros) for each loss event (according to the current coverage sum of its product
liability insurance or liability insurance), even where a breach of material obligations is concerned.
(5) The preceding liability exclusions and limitations shall apply to the same extent to the benefit of the
corporate bodies, legal representatives, employees and other vicarious agents of the Seller.
(6) Where the Seller provides technical information or advice, and such information or advice does not
form part of its contractually agreed and owed scope of services, such information or advice shall be
provided free of charge and with the exclusion of any liability.
(7) The limitations of this Article 8 shall not apply to the Seller’s liability due to intentional conduct,
guaranteed quality features, injury to life, body or health or under the German Product Liability Act.
Article 9 Retention of Title
(1) The following agreed retention of title shall serve the purpose of securing any and all existing
current and future claims of the Seller against the client from the supply relationship existing between
the contracting parties (including balance claims under a current account relationship limited to such
(2) The goods delivered to the client shall remain in the Seller’s ownership until the payment in full of
any and all secured claims. The goods, as well as the goods taking their place that are covered by
retention of title, are referred to in the following as “goods subject to reservation of title”.
(3) The client shall store the goods subject to reservation of title for the Seller free of charge.
(4) The client shall be entitled to process and sell the goods subject to reservation in the normal
course of business until the occurrence of the exploitation event (paragraph 9). Pledges and
assignments as security are not permitted.
(5) Where the goods subject to reservation are processed by the client, it shall be agreed that the
processing shall take place on behalf of and for the account of the Seller as manufacturer and the
Seller shall directly acquire ownership or, where the processing takes place from material provided by
several owners or the value of the processed goods is greater than the value of the goods subject to
reservation, the joint and several ownership (fractional share of the property) in the newly created
goods in the proportion of the value of the goods subject to reservation to the value of the newly
created goods. In the event that no such ownership should be acquired by the Seller, the client hereby
transfers the client’s future ownership or, in the aforementioned ratio, the client’s joint and several
ownership in the newly created goods to the Seller as collateral. Where the goods subject to
reservation are connected or inseparably mixed with other goods into a uniform item and one of the
other goods is to be considered the main item, then, where the main item belongs to the Seller, the
Seller shall transfer the joint and several ownership in the uniform item to the client in the ratio
designated in sentence 1.
(6) In the event of resale of the goods subject to reservation, the client hereby assigns by way of
security the claim arising therefrom against the purchaser, in the event of joint and several ownership
in the goods subject to reservation on a pro-rated basis according to the joint and several ownership
share, to the Seller. The same shall apply to other claims that take the place of the goods subject to
reservation or that are otherwise arising with regard to the goods subject to reservation, such as
insurance claims or tort claims for loss or destruction. The Seller revocably authorizes the client to
collect the claims assigned to the Seller in the client’s own name. The Seller may revoke such
collection authorization only in the case of exploitation.
(7) Where third parties gain access to the goods subject to reservation, particularly by garnishment,
the client shall advise them of the Seller’s ownership without undue delay and shall notify the Seller
thereof in order to enable the Seller to enforce the Seller’s property rights. Where the third party is
unable to reimburse the Seller for the judicial and extrajudicial costs arising in this connection, the
client shall be liable to the Seller for such costs.
(8) Upon request, the Seller shall release the goods subject to reservation and the goods or claims
that take their place at its discretion, to the extent that their value exceeds the amount of the secured
claims by more than 50%. The selection of the goods to be released accordingly shall at the Seller’s
(9) Where the Seller rescinds the contract in the event of breach of contract by the client, especially in
the event of default of payment (exploitation case), the Seller shall be entitled to reclaim the goods
subject to reservation.
Article 10 Final Provisions
(1) Where the Client is a business person, a legal entity under the public law, or a fund under public
law, or where the Federal Republic of Germany has no general jurisdiction, legal venue for any and all
disputes arising from the business relationship between the Seller and the client shall be, at the
Seller’s option, either Cologne, or the place of the client’s registered office. For legal action against the
Seller, however, Cologne shall be exclusive legal venue. Mandatory statutory provisions on exclusive
legal venues shall remain unaffected by this provision.
(2) The relations between the Seller and the client shall exclusively be governed by the laws of the
Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale
of Goods of 11 April 1980 (CISG) shall not apply.
(3) Where the contract or these General Terms of Delivery contains gaps, such legally effective
provisions shall be deemed agreed for filling such gaps, which would have been agreed by the
contracting parties in accordance with the economic intent of the contract and the purposes of these
General Terms of Delivery, had the parties been aware of the gap.
Last updated: Cologne, 29 January 2015
General Purchasing Terms
of Zetweka Print & Production Management Bläser GmbH & Co. KG
Article 1 Scope
(1) All deliveries, services and offers of the suppliers of Zetweka Print & Production Management
Bläser GmbH & Co. KG (hereinafter referred to as “Purchaser”) shall exclusively take place on the
basis of these General Purchasing Terms. They are an integral part of any and all contracts entered
into by the Purchaser with its suppliers on the goods or services offered by them. They shall also apply
to any and all future deliveries, services or offers to the Purchaser, even if they are not specifically
(2) Terms and conditions of the suppliers or third parties shall not apply, even if their application is not
separately objected to in the individual case. Even where the Purchaser makes reference to a written
document containing or making reference to terms and conditions of the supplier or of a third party,
such shall not constitute agreement to the application of those terms and conditions.
Article 2 Ordering
(1) Where the offers of the Purchaser do not expressly contain a period of commitment, the Purchaser
shall be bound by the offer for one week after the date of the offer. The receipt of the declaration of
acceptance by the Purchaser shall govern the timely acceptance.
(2) The Purchaser shall be entitled to change the time and place of the delivery as well as the type of
packaging at any time by means of a written notice not less than ten (10) calendar days prior to the
agreed date of delivery. The same shall apply to changes of product specifications, insofar as these
can be implemented in the framework of the normal production process of the supplier without
considerable additional effort, where in such cases the notification period in accordance with the
preceding sentence is at least three (3) weeks. The Purchaser shall reimburse the supplier for any
proven and appropriate additional costs incurred due to the change. If such changes should cause
delays in delivery, which cannot be prevented with reasonable efforts in the normal production and
business operations of the Supplier, the originally agreed date of delivery shall be postponed
accordingly. The supplier shall notify the Purchaser in writing of the additional costs or delivery delays
to be expected based on the supplier’s careful assessment in due time prior to the date of delivery,
however, at least within five (5) working days after receipt of the Purchaser’s notification in accordance
with sentence 1.
(3) The Purchaser shall be entitled to terminate the contract at any time by written notice indicating the
grounds, if the ordered products can no longer be used in the Purchaser’s business operations due to
circumstances arising after conclusion of the contract. The Purchaser shall reimburse the supplier in
such event for the partial performance rendered by the supplier.
Article 3 Prices, Terms of Payment, Invoice Details
(1) The price shown in the order is binding.
(2) In the absence of a written agreement to the contrary, the price includes delivery and transport to
the address for delivery specified in the contract, including packaging.
(3) Where the price does not include packaging according to the agreement reached and the
compensation for the packaging – made available not only as a loan – is not expressly defined, such
must be calculated at a verifiable cost price. Upon request of the Purchaser, the supplier is to take
back the packaging at its own expense.
(4) The order number, item no., delivery quantity, and the address for delivery must be indicated on all
order confirmations, bills of delivery and invoices. If one or more of these details should be missing
and the processing is thus delayed by the Purchaser as part of the normal course of business, the
terms of payment mentioned in paragraph 4 shall be extended by the period of the delay.
Article 4 Time of Delivery and Delivery, Passing of Risk
(1) The time of delivery (date of delivery or term of delivery) indicated by the Purchaser in the order or
otherwise governed by these General Purchasing Conditions shall be binding. Early deliveries are not
(2) The supplier shall be obligated to notify the Purchaser in writing without undue delay, if
circumstances arise or become known, according to which the time of delivery cannot be adhered to.
(3) If the day, on which the delivery has to be made at the latest, can be defined on the basis of the
contract, the supplier shall fall into default upon the expiry of such day, without a reminder being
required for such purpose.
(4) In the event of a default in delivery, the Purchaser shall be entitled without restrictions to the
statutory claims, including the right to withdraw and the claim for damage compensation instead of the
performance, following the fruitless expiry of a reasonable grace period.
(5) The Purchaser shall be entitled to demand liquidated damages in the amount of 0.5%, however, a
maximum of 5%, of the respective contract value in the event of delays in delivery after prior written
warning to the supplier for each week or partial week of delay in delivery. The liquidated damages are
to be credited against the damage caused by delay to be compensated by the supplier.
(6) The supplier shall not be entitled to partial deliveries without the prior written consent of the
(7) The risk shall only pass to the Purchaser, even where shipment has been agreed, if the goods are
delivered to the Purchaser at the agreed destination.
Article 5 Protection of Ownership
(1) The Purchaser shall retain the ownership or copyright to orders made by the Purchaser as well as
to drawings, images, calculations, descriptions and other documents provided to the supplier. The
supplier may neither make them accessible to third parties nor use nor duplicate them itself or through
third parties without the express consent of the Purchaser. The supplier is to return such documents in
full upon request of the Purchaser, if they are no longer needed by the supplier in the normal course of
business or where negotiations do not lead to the conclusion of a contract. In such event, any copies
made from the documents by the supplier must be destroyed; exceptions to this shall only be the
storage of data pursuant to statutory storage duties as well as the storage of data for backup purposes
as part of the usual data backup.
(2) Tools, devices and models, which the Purchaser makes available to the supplier or which are
produced for contractual purposes and are calculated separately by the supplier, shall remain the
property of the Purchaser or pass into the Purchaser’s ownership. They must be marked by the
supplier as the property of the purchaser, kept safe, protected against damage of any kind and used
only for the purposes of the contract. In the absence of any other agreement, the costs of their
maintenance and repair shall be borne by the contractual parties at one half each. Where such costs
can be attributed to defects of such items produced by the supplier or to the improper use on the part
of the supplier, its employees or other agents, however, they are to be borne solely by the supplier.
The supplier shall notify the Purchaser immediately of any not merely insignificant damage to such
items. The supplier shall be obligated upon request to return the items in proper condition to the
Purchaser, if they are no longer needed by the supplier for the fulfilment of the contracts concluded
with the Purchaser.
(3) Retentions of title on the part of the supplier shall only apply insofar as they refer to the payment
obligation for the respective products, to which the supplier retains title. In particular, extended or
expanded retentions of title shall be impermissible.
Article 6 Warranty Claims
(1) In the event of defects, the Purchaser shall be entitled to the statutory claims without restrictions. In
deviation therefrom, however, the warranty period shall be 36 months.
(2) Deviations in quality and quantity shall in each case be deemed contested in due time, if the
Purchaser notifies the supplier thereof within ten (10) working days after receipt of the goods. Hidden
material defects shall in each case be deemed contested in due time if the notification is sent to the
supplier within ten (10) working days after detection of any such defects.
(3) The Purchaser does not waive any warranty claims by acceptance or by approval of samples or
specimens, which have been submitted.
(4) Upon receipt of the written notification of defects by the supplier, the statute of limitations of
warranty claims shall be barred, until the supplier rejects the claims or declares the defect to have
been eliminated or else refuses to continue any negotiations concerning the claims. For replaced or
repaired parts, the warranty period shall commence again upon replacement and elimination of the
defect, unless the Purchaser had to expect from the supplier’s behaviour that the supplier did not
consider itself obligated to take the measures, but rather only undertook the replacement or the
elimination of the defect as a gesture of goodwill or on similar grounds.
Article 7 Product Liability
(1) The supplier shall be liable for any and all claims asserted by third parties due to personal injury or
property damage, which can be attributed to a defective product delivered by the supplier and shall be
obligated to release and hold harmless the Purchaser from and against any and all liability arising
therefrom. Where the Purchaser is obligated, due to a defect of a product delivered by the supplier, to
carry out a recall from third parties, all of the cost associated with the recall shall be borne by the
(2) The supplier shall be obligated to maintain at its own expense product liability insurance with a sum
insured of not less than EUR 5,000,000 (five million euros), which, unless otherwise agreed in
individual cases, does not need to cover the recall risk or penalty risk or any similar damage. The
supplier shall send the Purchaser a copy of the third-party liability policy upon request at any time.
Article 8 Industrial Property Rights
(1) The supplier warrants and represents in accordance with paragraph 2 of this Article that no
industrial property rights of third parties are violated by products delivered by the supplier in countries
of the European Union or in other countries in which the supplier manufactures the products or has the
(2) The supplier shall be obligated to release and hold harmless the Purchaser from and against any
and all claims filed by third parties file against the Purchaser due to the violation of industrial property
rights designated in paragraph 1 of this Article, and to reimburse the Purchaser for any and all
expenditures necessary in connection with such claim. This claim shall exist independently of a fault
on the part of the supplier.
(3) Further legal claims due to defects of title of the products delivered shall remain unaffected.
Article 9 Spare Parts
(1) The supplier shall be obligated to have spare parts for the delivered products available for a period
of not less than three (3) years after delivery.
(2) Where the supplier intends to discontinue the production of spare parts for the products delivered,
it shall communicate such without undue delay after the decision regarding the discontinuation.
Subject to paragraph 1 of this Article, any such decision must be taken not less than twelve (12)
months prior to the discontinuation of the production.
Article 10 Non-Disclosure
(1) The supplier shall be obligated to keep secret the terms of the order and any and all information
and documents provided for such purpose (with the exception of information publicly available) for a
period of 2 years after the conclusion of the contract and to use such only for the execution of the
order. The supplier shall return such information and documents upon request to the Purchaser
without undue delay after completing enquiries or after processing orders.
(2) The supplier may not refer to the business relationship in any advertising material, brochures etc.
without the prior written consent of the Purchaser and may not display any delivery items produced for
(3) The supplier shall obligate its subcontractors in accordance with this Article 10.
Article 11 Assignment
The supplier shall not be entitled to assign its claims from the contractual relationship to a third party.
This shall not apply if it is a monetary claim.
Article 12 Credit Information
The supplier shall substantiate its creditworthiness to the Purchaser unsolicited once a year. As an
example, credit reports from Bürgel or Creditreform shall be deemed sufficient proof.
Article 13 Customer Protection
(1) The supplier is obligated to observe customer protection with respect to the Purchaser. The
supplier may neither perform nor transmit to a third party the following tasks of customers of the
Purchaser, of which the supplier becomes aware in the course of its activity, neither directly nor
indirectly via third parties:
advising and designing processes for media production
purchasing of media services
process control and production of media
offering IT services for media production and distribution
fulfilment and logistics services
(2) A customer is any ordering party or recipient. All customers of the Purchaser in Europe shall fall
under the customer protection.
(3) Where it is unclear whether the supplier has learned of the customers of the Purchaser in the
course of the supplier’s work for the Purchaser, the supplier must prove that it has learned of the
customers outside of its work for the Purchaser.
(4) The customer protection according to Article 13(1) shall expire 12 months after the termination of
the contract, irrespective on which grounds such termination is based.
(5) Where the supplier culpably infringed upon the obligation in Article 13(1), it shall be obligated to
pay liquidated damages of EUR 25,000 (twenty-five thousand euros) per case of infringement. The
Purchaser’s right to assert damage exceeding such amount and/or to terminate the contract without
notice for good cause shall remain unaffected.
Article 14 Place of Performance, Legal Venue, Applicable Law
(1) Cologne shall be place of performance and exclusive legal venue for both parties for any and all
disputes arising from this contract.
(2) The contracts entered into between the Purchaser and the supplier shall be governed by the laws
of the Federal Republic of Germany in exclusion of the United Nations Convention on Contracts for the
International Sale of Goods.
Last updated: Cologne, 29 January 2015