Terms and Conditions B2B
General terms and conditions
(GTC) of Zeuxis und Parrhasius GmbH
Autokaderstraße 33 Top
Version October 2021
Scope of application
- These General Terms and Conditions of Contract and Delivery ("GTC") apply to all sales, works contracts, deliveries and services of Zeuxis und Parrhasius GmbH (the "USER"). Offers as well as all services - including follow-up orders in case of an ongoing business relationship - of the USER shall only be made in accordance with these GTC in the respectively applicable version. They shall therefore also apply to all future business relations, even if they are not expressly agreed upon again. The one-time receipt of these GTC shall be sufficient. Confirmations of the customer referencing to his terms and conditions of business or delivery are hereby contradicted.
- Deviating provisions, such as conflicting general terms and conditions of business of business partners, verbal agreements, shall only apply if their validity was expressly acknowledged in writing by the USER upon conclusion of the contract. Silence on the part of the USER with regard to conditions to the contrary - even in correspondence - shall in no case be regarded as recognition or consent.
- By accepting the delivery from the USER, the customer accepts these GTC.
- The present terms and conditions shall remain binding even if individual parts should not be effective for any reason whatsoever
- The version of our GTC, available on our website (zeuxis-parrhasius.com (hier wäre der genaue link einzufügen)) at the time of conclusion of the contract, shall apply in each case and this version was also transmitted to the customer.
Conclusion of contract
All orders, including subsequent changes, additions, etc., must be made in writing to be valid (an e-mail is also sufficient for this purpose). Employees of the sales force are not authorised to conclude binding agreements and these are deemed not to have been concluded unless they are confirmed in writing by the management of the USER.
- The prices stated in the offer of the USER are valid under the proviso that the order data on which the offer was based remain unchanged.
- The USER's prices are net ex warehouse 1210 Vienna, Autokaderstraße 33 excluding value added tax, freight, customs, fees and packaging.
- Orders that deviate from the original offer shall only become binding after written confirmation (an e-mail is also sufficient for this purpose) by the USER.
- If products are presented by the USER on the Internet, this is not a binding offer, but an invitation to the customer to make an offer. If a customer places an order online, confirmation of receipt of this order does not constitute acceptance.
- Objections due to a deviation of the contents of an order confirmation from the order letter/order form must be raised immediately in writing (an e-mail is also sufficient for this purpose). The contents of the order confirmation shall be deemed to have been approved if no objection is made to the order confirmation in writing (an e-mail is also sufficient for this purpose) within 2 days. This period for objection does not include days of a business shutdown.
- In any case, the customer shall remain bound by his offer (order) for four weeks (unless a shorter period has been expressly stated in writing by the customer); only if the USER rejects the order in writing the binding effect shall cease.
- In general, price quotations are not binding unless expressly agreed otherwise. The customer approves that an increase in the decisive costs specified below (films, plates, data carriers, paper, cardboard, printing plates, repros, costs of data transfer, personnel costs based on collective bargaining agreements or statutory provisions) after the price has been submitted but before the delivery is invoiced, shall entitle the USER to invoice the resulting price increases even without prior notification of the cost estimate being exceeded. The documents belonging to the offer (e.g. drawings, weights, illustrations) are only approximate unless they are expressly designated as binding.
- Changes to orders or additional orders can be invoiced at reasonable prices.
- Draft and press proof costs as well as costs for final artwork are always invoiced separately and are not included in the delivery prices. The same applies to all special requests, e.g. preparation of samples, completion and packing of the printing work.
- Samples and designs produced at the customer's request remain the property of the USER in any case and will be charged separately, even if the order is not executed.
- The customer shall bear the costs for data transmissions initiated by him.
- The USER does not assume any liability or warranty for transmission errors. Transferred data must be checked for correctness by the customer immediately.
- The USER invoices his deliveries and services on the day on which he delivers in full, stores them for the customer or keeps them ready for him on call. The prices of the USER generally valid at the time of delivery or prices agreed in writing plus VAT at the respective legal rate shall apply.
- The USER reserves the right to reduce or increase his purchase price claim in foreign currency on invoicing in such a way that the amount shown in the invoice corresponds to the euro equivalent as calculated on the basis of the foreign currency debt at the time of conclusion of the contract or delivery, at the USER's discretion.
- If no VAT is to be invoiced for deliveries to a customer in a member state of the European Union, the customer must, upon request, provide without delay those documents which the USER requires under the legal provisions to demonstrate the tax exemption to the tax authorities.
Terms of payment
- Unless otherwise agreed in writing, payment (net price plus VAT) must be made without deduction beforehand.
- Justified complaints do not entitle to withhold the entire invoice amount, but only a reasonable part of it.
- If a significant deterioration in the customer's financial circumstances becomes known or if he is in default of payment, the USER is entitled to demand immediate payment of all invoices, including those not yet due. Furthermore, the USER has the right to withhold the goods not yet delivered before receipt of payment and, in the event of non-payment of the pro-rata payments, to stop further work on orders still in progress. The USER is also entitled to these rights if the customer does not make payment despite a reminder giving rise to default.
- In the event of default of payment, interest on arrears shall be payable at a rate of 9.2 percentage points above the base interest rate. This does not exclude the assertion of further damage caused by default.
- The USER reserves the right to set off incoming payments first against the oldest invoices plus any interest and other costs incurred, in the following order: costs, interest, principal claim.
- In the event of default, the customer shall be obliged to reimburse all costs of the reminder and legal assertion, including the pre-litigation costs of an appointed lawyer.
- If the payment deadline is exceeded, even if only with regard to an individual partial performance, any benefits granted (discounts, reductions, etc.) shall be forfeited and shall be added to the invoice.
- Agreed delivery periods are basically only approximate dates unless they have been expressly confirmed in writing as fixed dates. The USER shall, however, try to meet these dates (but without binding force).
- If a fixed date has been agreed, the customer's obligations to cooperate (e.g. delivery of defect-free data, checking of preliminary and intermediate results, delivery of films, templates, author's correction, etc.) and their dates must be specified when the order is placed. If the customer does not meet his obligations to cooperate or does not meet the agreed deadlines, the USER shall not be liable for meeting the agreed delivery date. This also applies in the event of subsequent changes to the order by the customer. In addition, the USER is entitled to compensation for the costs incurred by him as a result.
- The delivery period shall be interrupted for the duration of the inspection of sent brush proofs, proofs, press proofs or failure samples by the customer if the inspection takes more than 2 working days. The proof must be confirmed by the customer. This provision also applies to fixed promises.
- Deliveries are made from the USER's premises at the expense and risk of the customer. Transport insurance will only be taken out at the express request and expense of the customer and is not included in the quoted price. In such a case, the risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left the warehouse of the USER for the purpose of shipment
- If dispatch is delayed at the request of the customer, the risk shall pass to the customer at the time of readiness for dispatch or acceptance.
- Excess and short deliveries of up to 3 % are permitted and are to be charged pro rata on the basis of the production run.
- Force majeure of any kind, operational or traffic disruptions, fire damage, floods, shortages of labour, energy, raw materials and auxiliary materials, strikes, lock-outs, disruptions in dispatch, official decrees or other hindrances which prevent, delay, reduce or make unreasonable the production, dispatch or acceptance, shall release from the obligation to deliver or accept for the duration and extent of the disruption. If the delivery and/or acceptance is exceeded by more than eight weeks as a result of the disruption, both the USER and the customer are entitled to withdraw from the contract.
The customer will be charged for any changes to the print template (e.g. author's correction). Changes are to be made exclusively in writing (also by e-mail) and are only valid after confirmation by the USER.
Default in acceptance
- The customer is obliged to accept the goods sent or made available for collection in accordance with the contract without delay; if the customer does not fulfil this obligation, the delivery is deemed to have been accepted and the risk of accidental loss passes to the customer
- If there is a delay in acceptance, the USER is entitled to store the goods himself at the cost and risk of the customer or to have them stored by a carrier.
Complaints, warranty, liability
- The customer must check the contractual conformity of the delivered goods as well as the preliminary or intermediate products sent for correction in every case. The risk of any errors shall pass to the customer when the goods are declared ready for printing, unless these are errors which only arose or could have been detected in the production processes following the declaration of readiness for printing. The same applies to all other release declarations of the customer for further production.
- Notifications of defects due to obvious defects by the customer will only be considered if they are made immediately and in writing and with an exact description of the defect, if possible by sending samples and receipts and stating the invoice number and date. Notifications of defects due to hidden defects by the customer will only be considered if they are made to the USER immediately after discovery, at the latest, however, within three months after the goods have left the USER's premises or the USER's sphere of control, and in writing and with an exact description of the defect, if possible by sending samples and receipts and stating the invoice number and the invoice date.
- In the absence of any express written agreement to the contrary, the warranty period for movable items is 12 months. The assumption rule of § 924 sentence 2 ABGB is excluded. The existence of the defect at the time of delivery shall be proved by the customer. The right of recourse in accordance with § 933 b, second sentence ABGB shall become statute-barred two years after performance of the service by the USER.
- In the event of justified complaints, the USER shall be obliged, at his discretion and to the exclusion of other claims, to repair or replace the goods up to the value of the order, unless a warranted characteristic is missing or the USER or his vicarious agent is guilty of intent or gross negligence. The same shall apply in the event of a justified complaint about the repair or replacement delivery. In the event of delayed (i.e. outside of a reasonable period of at least 30 days), omitted or unsuccessful reworking or replacement delivery, the customer may demand a reduction in payment or withdraw from the contract.
- The USER's liability for damages - regardless of the legal basis - is limited to the invoice value. The USER shall only be liable for damage in the event of intent or gross negligence. In the event of culpable violation of essential contractual obligations, liability shall only be assumed for foreseeable damage typical for the contract. The customer expressly waives the assertion of any further claims against the USER, in particular the assertion of any consequential damage due to defects.
- The USER is not obliged to check the correctness of previous services provided by the customer or third parties and is not liable for incorrect preparatory work by the customer or third parties not known to the USER and for any resulting damage. For parts not produced by the USER, the USER is, in deviation from the provisions contained herein, only subject to a warranty obligation or an obligation to pay damages to the extent that the USER himself has warranty or damage claims against the sub-supplier. The USER may release himself from his obligations by offering to assign his claims against the sub-supplier to the customer.
- Liability for material damage caused by a defective product is excluded. Material damage suffered by a consumer is excluded from this exclusion of liability. The customer is obliged to transfer this exclusion of liability to his legal successor with the obligation to pass on the exclusion of liability to the respective successor.
- In the event of partial delivery, these provisions shall apply to the part delivered. Defects in a part of the delivered goods do not entitle the customer to complain about the entire delivery.
- Minor deviations from the original cannot be objected to for colour reproductions in all printing processes.
- If the customer is presented with a digital standardised, certified and calibrated proof as a correctable intermediate product of a digital standardised, certified and calibrated proof for the declaration of readiness for printing, it is expressly pointed out that the final product may contain colour deviations which are caused by the different production processes. If a binding template is desired, a proof would also have to be produced for a fee and certified printing material would have to be used.
- The USER is in no case liable for damage caused by defective storage of the products by the customer.
- The same principles apply to the liability of the USER's vicarious agents and assistants.
- If claims for damages are asserted, they must be asserted by legal action within 3 months after written rejection by the USER. A later assertion is excluded, unless a procedure to secure evidence has been initiated.
- The customer is liable for data provided. The USER accepts no liability whatsoever for the resulting product insofar as it is determined by this data. The USER must only warn the customer in the event of obvious unsuitability of the data provided; in all other cases, any obligation to pay compensation is excluded.
- Any templates provided by the customer for the order (e.g. computer printouts, digital proofs) are binding. It is expressly pointed out that the final product may contain colour deviations caused by the different production processes.
- In case of data supplied or transferred by the customer or by a third party engaged by the customer, the customer shall bear the costs for all exposures or prints caused by the data file, if the data is merely exposed. The processing of the data is only carried out at the express request of the customer and is invoiced separately.
- If the customer does not provide a binding press proof or other proof or does not order one from the USER, the USER shall not assume any liability for the correctness and orderliness of the exposure or print. This shall also apply if the technical information on which the order is based is incomplete or incorrect.
- The obligation to backup data is the sole responsibility of the customer. The USER is entitled, irrespective of this, to make a copy insofar as he needs it for processing. This copy remains with the USER. Liability for data integrity is incumbent on the customer.
- The Customer guarantees that only licensed fonts (only postscript fonts) will be used to create the data carrier. If the amount of data supplied by the Customer is more than 1GB], the costs incurred for checking the data will be charged to the Customer according to the time spent. If the Customer does not supply a test print and a list of files, these will be produced by the USER and invoiced to the Customer additionally.
- The USER is entitled to charge all costs associated with the inspection and location of the provided material.
- Packaging material as well as the usual waste caused by trimming, punching, printing equipment and production run shall become the property of the USER upon processing.
For all order documents provided by the customer, such as manuscripts, drafts, templates, printing plates, slides, films, data carriers and other documents: The USER shall be liable for their safekeeping until 2 weeks after completion of the order. Beyond that, the USER shall not assume any liability whatsoever for documents not requested to be returned. The USER is also not obliged to keep these documents and the objects serving for re-use beyond the specified date.
Storage and archiving
The USER is under no obligation to store printed products, work aids, intermediate products and printing devices (such as exposure-capable data, films, assemblies, printing plates, printing cylinders, cutting dies, papers, etc.) after execution of the order, unless a special agreement has been concluded with the customer, in which case the customer shall bear the costs and risk of storage.
The business objects, work aids and intermediate products used by the USER to manufacture the contractual product, in particular typefaces, data carriers, printing plates, lithographs, films, plates, matte, 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 USER and will not be delivered, even if the customer has paid compensation for this work or it is invoiced separately. Also a delivery for use will not be effected. This also applies to the work aids (printing devices) and data which were produced by another company on behalf of the USER obliged to deliver.
- Insofar as the USER himself is the owner of the copyright and ancillary copyrights to the delivered products or parts thereof, the customer only acquires the non-exclusive right to distribute the delivered products upon acceptance; otherwise the rights of use, in particular the right of reproduction, remain in the hands of the USER. The USER shall have the exclusive right to use the means of reproduction produced by him (typesetting, processed data, data carriers, films, repros, etc.) and printed products (flags, rough prints, etc.) to produce copies. He is not obliged to hand over such means of reproduction, not even for purposes of use.
- The USER is not obliged to check whether the customer has the right to duplicate the documents of whatever kind, to process or change them in accordance with the order or to use them in any other way as intended. The customer expressly assures that he has these rights
- If the customer provides fonts or application software in order to be able to process the data supplied by him, the customer assures the USER that he is entitled to this limited transfer of use.
- The customer is obliged to indemnify and hold the USER harmless against all claims made by third parties arising from infringements of copyright, ancillary copyright, other industrial property rights or personal rights.
Reservation of title
- The goods shall remain the property of the USER until full payment of all claims of the USER against the customer existing at the invoice date. In the case of a current invoice (current account), the reserved property shall be deemed to be security for the balance claim of the USER.
- The customer is only entitled and authorised to resell the goods subject to retention of title on the basis of a purchase, works, works supply or similar contract if the claim from the resale passes to the USER. The customer's claims arising from the resale of the reserved goods are assigned to the USER accepting this assignment when the order is placed to secure all claims of the USER arising from the business relationship.
- For products which are subject to copyright protection, the customer is obliged to procure or transfer the rights of use (exploitation rights) to the USER.
- The customer is not entitled to dispose of the reserved goods in any other way. At the request of the USER, the customer is obliged to inform the third party purchaser of the assignment for payment to the USER.
- If the USER takes back the delivery item on the basis of the reservation of title, this shall not be deemed a withdrawal from the contract. The USER may obtain satisfaction from the returned goods subject to retention of title by private contract at the market or estimated price. The customer shall store the reserved goods for the USER free of charge. He shall insure them against the usual risks such as fire, theft and water to the usual extent. The customer hereby assigns to the USER accepting this assignment his claims for compensation against insurance companies or other parties liable to pay compensation arising from damage of the aforementioned kind to the amount of his claims.
Right of retention
The USER shall be entitled to a right of retention to templates, slides, clichés, films and repros, manuscripts, data carriers, raw materials and other items delivered by the customer until all due claims from the order have been met in full.
The USER is entitled to affix his trademark to the products to be exported even without special permission from the customer.
Applicable law, place of performance, place of jurisdiction
- The contractual relationship shall be governed by Austrian law, excluding the rules of conflict of laws and the UN Sales Convention. The contractual language is German.
- The place of performance for delivery and payment and the place of jurisdiction for legal disputes concerning all contractual relationships subject to these terms of contract and delivery is the registered office of the USER. Vienna is agreed as the exclusive place of jurisdiction.