The following regulations shall apply only if the Principal is an entrepreneur within the meaning of sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). Legal transactions shall be concluded exclusively with Sachsen Fahnen GmbH & Co. KG, Am Wiesengrund 2, 01917 Kamenz, Germany (hereinafter referred to as Sachsen Fahnen). General terms and conditions of business that contradict or diverge from these provisions shall not be recognised, and their validity is rejected. Where provisions of these regulations are valid with the proviso that any divergent contractual agreement shall prevail, this shall apply only to individual agreements, not to any general terms and conditions of business that the other contracting party may incorporate into in the agreement.
Sachsen Fahnen shall consider itself bound by offers for a maximum period of one month from submission of the offer. Sachsen Fahnen’s sales advisors and field-based employees are authorised only to broker agreements. They are in no way empowered to enter into, cancel or alter agreements. Agreements between Sachsen Fahnen and the Principal shall come into existence only upon being confirmed in text form. Oral side agreements between employees of Sachsen Fahnen and the Principal shall be valid only if they have been confirmed in text form.
All prices stated in offers, brochures and catalogues are subject to change. The prices stated are net prices and do not include the statutory value-added tax (VAT). In addition, they are valid only upon condition of full provision of printing details, which must be graphically prepared in accordance with the printing templates provided by Sachsen Fahnen. Any change requests and/or graphic processing that is necessary will be invoiced by Sachsen Fahnen according to the hourly rate in force. Small orders under 100 EUR in value will be shipped at the Principal’s expense against payment upon delivery without deduction of any discounts or against advance payment. Ex works collection is possible only against cash payment. In the event that between the time of submission of the offer and performance of the service there is an increase in costs caused by rising material prices or wages, Sachsen Fahnen shall be entitled to amend the price in accordance with sec. 315 (3) Civil Code. If the price increase comprises an increase of more than 5 % of the original total price, the Principal shall be entitled to withdraw from the agreement within 14 days of receipt of the increase.
Where contractual delivery dates have been agreed, the Principal must ensure that Sachsen Fahnen receives, in good time, all templates and files necessary to perform the order. With regard to the printing data, the Principal alone shall be liable for ensuring that no copyright, trademark or other intellectual property rights of third parties or enterprises are violated. All drawings, drafts, provisional stencils, films, files or other design templates prepared by Sachsen Fahnen for the fulfilment of the order shall be and remain the exclusive property of Sachsen Fahnen, shall be subject to the latter’s copyright and may be altered and/or passed on to third parties only with Sachsen Fahnen’s consent. All order documents in the form of production data shall be stored for a maximum of six weeks so that they can be used for repeat orders, if any. However, the Principal shall have no claim to such storage. The Principal alone shall be responsible for securing data.
In cases where goods are produced according to templates provided by the Principal, Sachsen Fahnen will reproduce these as best possible. Sachsen Fahnen points out in advance that there may be minor divergences in colour and representation caused by the technical possibilities of textiles printing and the difference in colour results caused by the use of different types of raw materials; such divergences shall not constitute a cause for complaint. This shall also apply to printing patterns when compared to serial production. In the case of customised orders, the Principal agrees to recognise an over or underdelivery of up to 10 % as is customary in the business sector. Dimensional divergences in breadth and length of +/- 5 % are unavoidable due to the technical production process and therefore do not constitute a cause for complaint either.
Stated and stipulated delivery dates are non-binding unless Sachsen Fahnen has expressly assumed liability for compliance with a particular delivery date. As a rule, an announced probable delivery date shall be the date of dispatch ex works. In the event of a failure to meet the delivery date, the Principal may withdraw from the agreement and/or demand damage compensation in lieu of performance only after the end of a subsequent grace period of at least 14 days to be set by it (cf. also § 11 Liability). Goods shall be shipped at the Principal’s expense and risk. Transport and packaging costs shall be borne by the Principal. In the event that production or shipping of the goods is delayed or even impossible due to circumstances for which Sachsen Fahnen is not responsible, Sachsen Fahnen shall not be liable. In particular, such circumstances shall include any changes to and missing or late handover of necessary printing data, documents or drawings. Sachsen Fahnen shall be entitled to provide partial deliveries and to invoice these. After use, clients are encouraged to recycle packaging materials at a recycling facility or free of charge at Sachsen Fahnen directly. In order to dispose of these materials, Sachsen Fahnen works with NERU GmbH & Co. KG, Neschwitzer Straße. 66, 01917 in Kamenz, Germany.
The client alone is responsible for testing and, where applicable, creating all technical and legal conditions, particularly including those conditions relating to building regulations, for the use of Sachsen Fahnen products. Sachsen Fahnen accepts no liability for this nor for the suitability of products for the purpose intended by the client, unless grossly negligent or even malicious behaviour is attributable to Sachsen Fahnen. Sachsen Fahnen also accepts no liability for the failure to comply with the specific conditions of use on the part of the client or for the improper or unsuitable assembly of the relevant product on the part of the client, unless grossly negligent or even malicious behaviour is attributable to Sachsen Fahnen. Sachsen Fahnen products are subject to a wide variety of weather and environmental conditions, particularly when used outdoors. These conditions, and the type of product (e.g. surface, material, fabrication, assembly technology), have a decisive impact on the conditions for safe and proper use of the relevant product, and particularly its durability. In order to reduce the risk of the aforementioned uncertainties, Sachsen Fahnen therefore recommends enlisting the help of a project planner familiar with the local environment and weather conditions. As a general rule, the client should request design and assembly recommendations from Sachsen Fahnen before placing an order. The Sachsen Fahnen product guarantee is of limited duration and is restricted to tensile strength, light fastness and washability under laboratory conditions in each case.
Complaints based on obvious defects shall be excluded unless they are filed with Sachsen Fahnen in text form within eight days of receipt of the goods. A prerequisite for all warranty obligations shall be that the Principal allow the allegedly defective goods to be examined by returning them to Sachsen Fahnen. Warranty shall be excluded if the Principal ignores the care and assembly instructions provided to it or has continued processing the goods. Wear and tear that is typical for the goods, particularly where it is caused by use, shall not constitute a cause for complaint. Where a notice of defects is justified, Sachsen Fahnen shall be entitled to provide subsequent improvement or to deliver non-defective replacement goods. In this case, Sachsen Fahnen shall bear the necessary shipping costs. Only if subsequent performance fails on several occasions or is unreasonable for the Principal for other reasons shall the latter be entitled to reduce the purchase price or to withdraw from the agreement. The limitation period for the Principal’s warranty rights shall be one year from the date of shipment of the goods or, where acceptance is required, from the date of acceptance. This reduced limitation period shall not apply if Sachsen Fahnen is liable owing to intent or if the defect was fraudulently concealed or a guarantee for the condition and quality was provided.
Unless otherwise agreed, a discount of 2 % shall be granted if the invoice amount is paid within eight days of the date of the invoice (the date of crediting on Sachsen Fahnen’s account shall be decisive for determining whether the time limit has been observed). Deductions of discounts shall not be permissible if earlier invoices of the Principal have not yet been settled and the due date for these has been exceeded. Payment by bill of exchange or cheque shall be permissible only if expressly authorised by Sachsen Fahnen. Offsetting against counterclaims shall be excluded unless the counterclaim is undisputed or has been determined with legally binding effect.
Delivered goods shall remain the property of Sachsen Fahnen until all claims and ancillary claims have been fully paid. The Principal may re-sell goods supplied under reservation of title in the ordinary course of business only if its financial circumstances are not deteriorating. The Principal hereby assigns the claim together with all ancillary rights arising from the re-sale of goods supplied under reservation of title to Sachsen Fahnen, which accepts such assignment. In order to allow the claim to be asserted, the Principal must provide Sachsen Fahnen with all of the requisite information and allow the relevant information to be checked.
Claims for damages and reimbursement of expenses by the Principal shall be excluded unless otherwise provided in these General Terms and Conditions of Business. This exclusion of liability shall also apply in favour of Sachsen Fahnen’s legal representatives and vicarious agents in the event that the Principal asserts claims against them. The foregoing exclusion of liability shall not apply to claims for damages and reimbursement of expenses based on injury to life, limb or health, or to damages claims based on a violation of material contractual obligations. Material contractual obligations are obligations the fulfilment of which is necessary to achieve the purpose of the agreement; for example, Sachsen Fahnen must hand over the item to the Principal free from material and legal defects and must provide title thereto. Nor does the exclusion of liability apply to liability for damage caused by an intentional or grossly negligent violation of duty by Sachsen Fahnen, its legal representatives or vicarious agents; in this respect, Sachsen Fahnen shall be liable only for direct, average damage that is foreseeable and typical based on the type of product and agreement. The provisions of the Product Liability Act (Produkthaftungsgesetz, ProdHaftG) shall not be affected.
Sachsen Fahnen takes the protection of personal data very seriously. Adherence to the provisions of the Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG) and other legal requirements is a matter of course for Sachsen Fahnen. For this reason, Sachsen Fahnen has taken technical and organisational measures to ensure that the data protection requirements are observed and adhered to, both by Sachsen Fahnen and by third parties involved for the fulfilment of the agreement. Sachsen Fahnen is also available at firstname.lastname@example.org to clarify any questions or suggestions regarding data protection or secrecy that principals may have. All data provided to Sachsen Fahnen by the Principal for the completion of an order – particularly name and address, e-mail address, if appropriate telephone and fax number – and all data necessary for the performance of the agreement is collected by Sachsen Fahnen and stored on an electronic data processing system in accordance with the Federal Data Protection Act and the Telemedia Act (Telemediengesetz, TMG). The data collected by Sachsen Fahnen in this manner is treated in strict confidence and is passed on to third parties (e.g. parcel services, cargo insurances etc.) only to the extent necessary in order to carry out the Principal’s order.
The place of fulfilment and legal venue for all disputes arising from the contractual relationship shall be the location of Sachsen Fahnen’s registered office, Am Wiesengrund 2, 01917 Kamenz, Germany. If the Principal is not resident within the European Union, the location of Sachsen Fahnen’s registered office, Am Wiesengrund 2, 01917 Kamenz, Germany, shall likewise be deemed the place of fulfilment and therefore the legal venue. In the event that the agreement or these General Terms and Conditions of Business contain any omissions, in order to remedy the omissions such legally valid rules shall be deemed to be agreed that the contracting parties would have agreed according to the economic purpose of the agreement and the purpose of these General Terms and Conditions of Business if they had been aware of the omission. Should any of the specified provisions of these General Terms and Conditions of Business or a provision in the framework of other agreements be or become invalid or impracticable, the validity of the remaining provisions shall not be affected.
Date: October 2016