General Terms & Conditions
SOURCE Gesellschaft für verkaufsfördernde Produkte mbH (hereinafter referred to as "SOURCE") offers its customers creative complete marketing solutions. This includes in particular the development, design and procurement of advertising materials. Insofar SOURCE operates advertising media management. SOURCE exclusively supplies commercial customers (no end customers/consumers).
In addition to other sales channels, SOURCE also operates an online shop via its homepage. This online shop also serves the exclusive use by companies and is expressly not intended for end customers/consumers. A customer of SOURCE using the online shop confirms by using the online shop - but at the latest by placing an order there - to act commercially and not to be an end customer (consumer).
These regulations regulate finally - nevertheless subject to relevant legal regulations - the legal relations between SOURCE and their customers. The customer also acknowledges these provisions as binding for future business with SOURCE.
These provisions are final. Any provisions of the customer that deviate from these regulations are irrelevant; they are hereby expressly contradicted. There are also no agreements beyond these regulations. Such agreements must be made in writing in order to be valid.
These provisions shall apply exclusively to use vis-à-vis customers who are not end customers/consumers (cf. Section 1 of these General Terms and Conditions).
SOURCE reserves the right to change these terms and conditions and/or individual parts of these terms and conditions, even unilaterally. The respective current version of the terms and conditions shall apply, whereby the time of the conclusion of the contract shall always be taken into account.
The customer acknowledges that under certain circumstances certain products and services may be subject to special import/export controls and/or restrictions. The prior examination and compliance with such provisions shall be the sole responsibility of the Customer. The Customer agrees that no product may be exported or resold - whether directly or indirectly, separately or as part of a system - without the Customer's prior compliance at its own expense with all regulations and applicable legal provisions and, for example, obtaining the necessary consent of a competent authority and/or other (state) authority. The same applies if special documents are required for the import/export of certain products, the procurement of which is also the responsibility of the customer. If a certificate of origin is required by the customer, SOURCE shall be informed of this when placing the order; SOURCE shall be entitled to charge the customer a lump sum of € 20 per certificate of origin for the (additional) expense incurred in connection with the application/issue of such a certificate of origin.
In principle, the customer has no claim to be identified as the distributor of the articles covered by the contract. A regulation deviating from this - as far as legally permissible - is to be agreed between the parties in advance. Any additional costs resulting from such (deviating) regulation shall be borne by the customer. This shall also apply if such (deviating) regulation is requested by the customer only after conclusion of the contract and the parties have reached agreement on this.
3. conclusion of contract
Products and services offered by SOURCE in catalogues and/or via the online shop represent non-binding requests for the submission of an offer by the customer ("invitatio ad offerendum"). In this respect, the specifications and detailed arrangements of the products and services offered by SOURCE are non-binding and not binding. A declaration of intent by the customer aimed at the conclusion of a contract always represents an offer. The customer is bound to this if the products and services ordered by him are kept in stock by SOURCE in the desired specification and quantity or can be delivered within a reasonable period of time. If the customer does not receive a confirmation message from SOURCE within 14 days of submitting his offer and SOURCE has not yet started executing the order, the customer is no longer bound by his offer.
Confirmation by SOURCE of the receipt of an order/offer does not constitute a declaration of acceptance.
Declarations of intent made by SOURCE in the course of the conclusion of the contract are always subject to the correct and timely delivery to SOURCE by its suppliers, unless SOURCE itself is responsible for any wrong or non-delivery. If the execution of a contract proves impossible for SOURCE - for example due to the unavailability of a certain product - SOURCE will inform the customer immediately. Any - partial or complete - consideration already paid will be refunded immediately.
At the request of the customer, advance services (concepts, drafts, etc.) provided within the framework of an imminent contractual relationship can be invoiced to the customer taking into account the respective time expenditure, even if a contract between the parties is not concluded at a later date, insofar as SOURCE is not responsible for this.
If SOURCE provides the customer with advance services of the type mentioned above, the resulting work results must be released by the customer after examination before the further execution of the contract. The inspection period is two weeks from receipt of the work results by the customer. After expiry of the testing period, the release shall be deemed to have been declared.
After a contract has been concluded, SOURCE grants the customer the opportunity to unilaterally withdraw from the contract in accordance with § 353 BGB (German Civil Code) against payment of a remorse fee amounting to 20% of the expected final net invoice amount, if and as long as the contractual goods have not yet been bindingly ordered by SOURCE - for example from a supplier of SOURCE. Such a withdrawal of the customer is only effective if the remorse money is paid to SOURCE before, but at the latest at the time of the declaration of withdrawal. Before submitting such a declaration, the customer must ensure to SOURCE that the prerequisites for such a withdrawal still exist, in particular that the goods have not already been bindingly ordered by SOURCE. Otherwise, the rescission shall not be effective regardless of any payment being made.
The prices quoted by SOURCE do not include the current value added tax. Shipping and packaging costs are not included.
If the customer uses the online shop operated by SOURCE, the customer waives the right to be provided with technical means for the recognition and elimination of any input errors before submitting his offer (§ 312 e Paragraph 1 No. 1 BGB). Furthermore, the customer waives compliance with the obligations within the meaning of § 312 e Para. 1 No. 3 BGB and § 3 BGB-InfoV.
4. dispatch, delivery, transfer of risk
Delivery - if requested by the customer - shall be made against prepayment, unless a different method of payment has been agreed between the parties.
The same applies in the case of the delivery of samples to be sent to the customer at the customer's request.
The costs incurred in the course of each shipment (shipping and packaging costs) shall be borne by the customer.
SOURCE is entitled to increase prices for the services to be rendered by it in accordance with the contract in accordance with a general increase in costs if there are more than six weeks between the conclusion of the contract and the agreed delivery date and if wages, material costs or the market cost prices increase or exchange rates change thereafter until completion.
SOURCE is responsible for the selection of the contractor to be commissioned for the shipment. This selection is made after careful and conscientious examination in the interest of the customer.
By handing over the goods to the entrepreneur commissioned with their transport, SOURCE fulfils its delivery obligation. At the same time, the risk for all damages to the goods passes to the customer.
SOURCE fulfils its contractual obligations with all due care and in the interest of the customer. The parties are aware that due to technical production reasons there may be slight excess or short deliveries of up to 10 %. Even beyond this, a merely minor reduction in usability shall not be taken into consideration and shall not entitle the customer to assert any warranty rights. In the event of a short delivery, we will issue you with a corresponding credit note. Reproduction or similar is excluded. In case of an excess delivery, you will be charged accordingly.
SOURCE guarantees that the products and services provided by it have the agreed quality upon transfer of risk or - if an agreement on the quality has not been made - that the products and services are suitable for the use presupposed according to the contract or that they are suitable for normal use.
SOURCE guarantees that the products and services provided by it have the agreed quality at the time of transfer of risk or - if an agreement on the quality has not been made - that the products and services are suitable for the intended use according to the contract or that they are suitable for normal use and have a quality which is usual for items of the same type and which the customer can expect according to the type of item. A warranty going beyond that is not taken over. Likewise SOURCE grants no guarantee of any kind.
If products provided by SOURCE are to be provided with engravings and/or laser inscriptions, in particular laser engravings, at the customer's request, certain variations in contrast and/or colour may also occur within series production due to product-related circumstances such as, for example, the material composition of natural materials and general material production processes. SOURCE cannot accept any liability for such colour variations in the engraving contrasts.
Even in the case of prints, customary and technically unavoidable tolerances in colour, quality, material, light fastness, variability and deviation of material and printing inks as well as weight are no cause for complaint by the customer. The same shall also apply to colour deviations between the original and reproductions as well as between press proofs and the print run. A proof sample serves as a decision-making aid for the client with regard to logo size, shape and placement etc.. These are one-off productions which cannot reflect 100% of the actual series production. Due to technical circumstances, e.g. minor colour deviations from samples for later delivery cannot be completely ruled out.
SOURCE endeavours to process the contract as quickly as possible, but cannot assume any warranty for specific delivery periods, unless a specific delivery period has been expressly assured in writing by SOURCE.
The customer is obliged to check the products delivered by SOURCE immediately and with due care upon receipt. Any defects must be reported to SOURCE immediately, but no later than 7 days after becoming aware of them. The same also applies to such defects which only become apparent at a later point in time. If a defect is not notified within the period of 7 days, the delivered goods shall be deemed to have been approved.
In the case of a defect for which SOURCE is responsible, SOURCE is free, at its option, to remedy the defect at its own expense (subsequent improvement) or to make a replacement delivery in exchange for the defective goods. If the rectification of the defect fails twice, the customer can withdraw from the contract or demand a reduction of the purchase price at his discretion.
SOURCE shall only bear the costs arising in the course of a rectification, in particular travel and transport costs, if the customer has not brought the products delivered to him to another place than the place to which the products were first sent. SOURCE bears the costs of a replacement delivery. Unless otherwise agreed between the parties, the replacement delivery shall always be made to the place where the products were first shipped.
Returns sent freight collect (returns) will not be accepted by SOURCE subject to express written consent. Irrespective of this, SOURCE will reimburse the customer for the costs incurred in the case of a justified return, insofar as these costs could appear objectively justified from an objective point of view at the time of dispatch. Return costs at the lowest rate will not be objected to by SOURCE. Any return shall be agreed in advance between the parties.
The warranty period is one year from delivery of the respective (contractual) products to the customer.
SOURCE is liable for damages incurred by the customer only for intent and gross negligence.
Any liability is limited to the foreseeable, typically occurring damage. In particular, no liability can be assumed for circumstances that do not represent the actual purpose of the contract. SOURCE is also not liable for slightly negligent violation of insignificant contractual obligations and/or non-essential ancillary obligations resulting from the contract. The liability of SOURCE and its representatives / vicarious agents for damages resulting from injury to life, limb or health of the customer are expressly excluded from the liability limitations of section 6.2.
SOURCE does not assume any liability in the context of contract execution that the execution of the customer order does not violate statutory provisions, in particular that no rights of third parties are violated or competition law regulations are affected. It is in the customer's own interest to check in advance and ensure that the services and products ordered from SOURCE are legally harmless. The customer shall indemnify SOURCE against any claims in this respect to the full extent.
SOURCE is not liable for damages caused by slight negligence of vicarious agents and legal representatives.
In addition, any liability exists exclusively in relation to the customer as contractual partner. Third parties not involved in the contract concluded between SOURCE and the customer are not entitled to claim under any circumstances.
The limitation period for claims against SOURCE which are not based on a SOURCE attributable intentional conduct is one year.
7. terms of payment, (extended) retention of title
After a contract has been concluded, SOURCE is entitled to demand the expected final invoice amount from the customer in advance, or a lower amount at the discretion of SOURCE, and to begin with the production/ordering of the contractual goods only after receipt of the corresponding payment. SOURCE makes use of this right especially in relation to new customers. In this respect, SOURCE points out that the articles/advertising materials covered by the contract are goods to be produced individually for the respective customer, with regard to which SOURCE cannot regularly make advance payments. The data, films, tools, sieves and embroidery cards etc. required for the production of an order placed with SOURCE shall not be stored after completion of the order.
If the contract contains delimitable partial services such as, for example, but not exclusively, the creation of concepts or the like, partial payments on the total remuneration are due after their respective performance according to the share of the partial service in the total service. SOURCE is entitled to demand these without prejudice to clause 7.1, i.e. in particular in the event that the expected final invoice amount is not demanded by SOURCE in advance.
Advance payments by the customer pursuant to Sections 7.1 and 7.2 above shall be offset against the final invoice. At the time of transfer of risk, any (remaining) amount still to be paid by the customer is due for immediate payment without deduction. The customer shall be in default of payment no later than 30 days thereafter. The customer must compensate SOURCE for the damage caused by default in addition to 8 percentage points above the respective base interest rate (interest on arrears).
All goods delivered to the customer remain the property of SOURCE until the total amount has been paid in full. The customer assumes full liability for such goods owned by SOURCE.
The buyer is entitled to consume the products delivered to him himself or to sell them in the ordinary course of business. However, SOURCE may revoke this right of use and sale if the customer defaults on his payment obligations. The customer already now assigns to SOURCE all claims, which he acquires from the sale against his buyer or third parties, and claims from insurance benefits due to loss or damage to the reserved goods or from unauthorized action to SOURCE as security in full amount. The customer is revocably authorized to collect these claims. SOURCE will only pronounce the revocation and only collect the assigned claims if the customer is in default with his payment obligations, he has stopped his payments or an application for the opening of bankruptcy or composition proceedings is made.
Under no circumstances shall a customer be permitted to offset claims asserted by him. As an exception, this does not apply to claims which are legally enforceable or undisputed by judgement or otherwise. Furthermore, the customer is not entitled to refuse performance due to warranty claims, unless the customer's complaint has been acknowledged in writing by SOURCE.
Services provided by SOURCE customers within the framework of a contractual relationship - which may also be merely in the process of being initiated - such as (but not limited to) the creation of concepts, concepts, drafts, etc., are the exclusive property of SOURCE with regard to (industrial property) rights manifested in these preliminary services, such as copyrights, design rights, trademark rights, etc.. Unless otherwise agreed, the customer shall not be granted any rights of use and/or exploitation of any kind whatsoever. This shall also apply if the work results have been produced with the assistance and on the instructions of the customer. In such cases, the customer may be regarded as a co-author, but irrevocably waives the assertion of rights of use, exploitation and/or other rights under copyright law.
By placing an order, you ensure that the data material you provide to us within the framework of the execution of the order is either free of rights of third parties or that you have been granted all rights of use to it by the respective entitled party, i.e. that third parties cannot assert any rights to the services and/or parts thereof provided for you in accordance with the contract. In this respect, all rights for the (data) material provided by SOURCE are to be clarified by the customer himself before placing the order. The foregoing provision includes, in particular, logos/symbols and other files intended for the respective order.
9. data protection
SOURCE stores and uses the customer data transmitted to it for order processing and, if necessary, passes it on to third parties for this purpose. SOURCE also reserves the right to use the data for purposes of self-promotion. The customer can object to the use of the data for advertising purposes at any time.
Customer-related data will not be passed on to third parties for advertising purposes.
10 Severability clause
Should individual provisions of these terms and conditions be or become invalid or incomplete in whole or in part, this shall not affect the validity of the remaining provisions. The defective or incomplete provision shall be reinterpreted as one whose economic and legal meaning comes as close as possible to the defective provision, but is effective and/or complete.
11. applicable law
All contracts concluded with SOURCE shall be governed exclusively by the laws of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
12. place of jurisdiction, place of performance
The special place of jurisdiction for legal disputes arising from a business relationship is Wiesbaden. SOURCE reserves the right, however, to sue the customer at the court of the customer's place of residence or business.
The place of performance for all rights and obligations arising from the contract is Wiesbaden.
SOURCE Gesellschaft für verkaufsfördernde Produkte mbH
Hagenauer road 53 A
65203 Wiesbaden, Germany