1. Scope
The following General Conditions of Sale and Delivery will apply to the current and future business relationships between you, the customer, and us, Linotype GmbH, as long as they are not replaced by overriding agreements (e. g. provisions in a License Agreement for Font Software). Deviating conditions will not be recognised by us, unless we give our express agreement in writing.
2. Conclusion of the Contract and Transferability
Our offers 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 us (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 our written confirmation to be valid.
We reserve the right to correct errors in its price information, offers, invoices and communications such as spelling or arithmetical errors and those errors coming from results derived therefrom at any time.
Neither our offers nor contracts with us may be assigned to any third party.
3. Withdrawal
Right of withdrawal. If you are a consumer and if the contract was concluded exclusively by means of long-distance communication, you can withdraw from the contract within 1 month, without giving a reason, in textform (e. g. letter, fax or email), or – in case you receive the goods before that deadline – by returning the goods. The period shall begin after the receipt of these instructions in textform, however not before the contract is concluded, not before the day on which you receive the goods and not before the performance of our duties to inform according to sec. 312c para. 2 BGB in conjunction with sec. 1 paras. 1, 2 and 4 BGB-InfoV as well as our duties according to sec. 312e para. 1 sentence 1 BGB in conjunction with sec. 3 BGB-InfoV. To comply with the time limit, it is sufficient to send the withdrawal or the goods in good time. The withdrawal is to be sent using the following contact details:
Linotype GmbH, Werner-Reimers-Straße 2-4, 61352 Bad Homburg, Germany
Exemption. The right of withdrawal may not be exercised if (i) software or other data is offered for download and you have carried out the download or software was programmed according to your specifications, (ii) software was delivered on a sealed data carrier and the data carrier has been unsealed by you or (iii) we have begun with a service with your express consent prior to the expiration of the time limit or you have induced the provision of the service.
Withdrawal Consequences. If the withdrawal is effective, the return of the benefits received by both parties is to be granted, and any usage gained (e.g. interest) is to be handed over. You are, under certain circumstances, liable for monetary compensation if the benefits received cannot be fully returned or if they can only be returned in a depreciated condition. This does not apply if the depreciation is solely caused by the intended commencement of use of the goods. Goods able to be parcelled are to be returned our expense and risk of loss. Goods not suitable for parcelling will be collected from you. Obligations to refund must be fulfilled within 30 days. The period for you begins with the sending of the withdrawal or the goods, for us with its/their receipt.
4. 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 we are not responsible will also release us 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 you.
5. Transfer of Risk
If you are a businessman, the risk of any accidental loss or destruction or accidental deterioration of the goods will transfer to you 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 you are a consumer, the risk of any accidental loss or destruction or the accidental deterioration of the goods sold will not transfer until the goods have been accepted by you.
In the transfer process it is irrelevant if you are in arrears with acceptance.
6. 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 us to adjust our prices if more than 4 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.
7. Payment
Unless otherwise agreed, payment for goods or services from us is to be made without any deductions within 30 days from the date of invoice. Cheques will be accepted, payments by card systems, such as MasterCard and Visa, will also be accepted. If you fall into arrears with payments, we will be entitled to demand interest on arrears of 5 % over the annual base interest rate announced by the European Central Bank. If we can prove that it has suffered higher damages from arrears, we will be entitled to claim compensation.
We will be entitled to withdraw from the contract if you fall into arrears with payments. Unless otherwise agreed, delivery will be made and charged to the credit card. Our 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 your 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 you 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 has been made.
You 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 you may only be retained in an appropriate relationship to the value of the parts of the contractual deliveries not yet made by us and which cannot yet be used by you for this reason.
8. 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 we do not always expressly invoke this. We reserve the right to ownership of the items delivered until full payment of all demands by us has been made resulting from transactions with you. We will be entitled to take back the item(s) purchased if you behave in a manner contrary to the terms of the contract. You will be obliged to treat the property with care as long as ownership has not been transferred.
9. 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 you will not be recognised. We will not therefore be liable for damage that has not occurred to the item delivered itself; in particular, we will not be liable for loss of profits or for any other financial loss suffered by you. To the extent that our contractual liability is excluded or limited, this will also apply to the personal liability of our 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 you raise compulsorily legally-based claims.
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
Our business premises will be the place of performance for both parties if you are a businessman or a legal person in public law or a special public fund or your 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 you if you are a businessman and us, including if the legal dispute is conducted abroad.
If you are a businessman or a legal person in public law or a special public fund, we may institute legal proceedings at the jurisdiction of the place of performance; legal proceedings may only be instituted at this jurisdiction.
General Sales and Delivery Conditions Linotype GmbH, Version 05/2009
For further information do not hesitate to contact us via:
| Phone: | +49 (0) 6172 484-418 |
| Fax: | +49 (0) 6172 484-499 |
| e-mail: | info@linotype.com |
We reserve the right of errors and changes.