Terms and Conditions
As of: 29/10/2012
§1 General – Validity of the Terms and Conditions
NBD 24 GmbH (hereafter, “Contractor” or “NBD24”) shall conclude agreements exclusively subject to the validity of these allgemeinen Geschäftsbedingungen (AGB). They shall also be valid for all future business relationships even if they have not once again been expressly agreed.
We shall not recognise any opposing terms and conditions or terms and conditions which deviate from our business terms and conditions unless we have expressly approved their validity in writing. Our business terms and conditions shall also then apply if we, while being aware of opposing or deviating terms and conditions of the Customer, unconditionally make the delivery to the Customer.
Customers in accordance with these Business Terms and Conditions shall be considered to be entrepreneurs. Entrepreneurs are considered to be natural or juridical persons or legal partnerships which are considered to be carrying out their commercial or independent professional activities when conducting legal dealings.
§2 Offer and conclusion of an agreement
1.Upon the submission of an order, the Customer is considered to be making an offer for the conclusion of an agreement to NBD24. Upon the receipt by the Customer of the order confirmation from NBD 24 GmbH via e-mail, a legally binding purchasing agreement is considered to have been concluded. If the Customer provides a different address for the delivery, the agreement is nonetheless also considered to have been concluded.
If the Customer is acting merely on behalf of a third party, then the agreement with the third party shall only then be considered to have been concluded when the authorisation has been submitted and NBD24 has expressly confirmed the conclusion of the agreement with the third party. In all other cases, the different delivery address shall be irrelevant for the conclusion of the agreement.
In the event that an order is made with delivery to a third party, the Ordering Party shall be considered to be the Customer. If delivery is made to a third party for its benefit or the recipient of the delivery is enriched through its possession and other usage of the product in some other manner, then the Ordering Party and the recipient of the delivery shall be jointly considered to be the Customer. Upon the issuance of such an order, the Ordering Party is considered to be making tacit assurance that approval for this has been granted.
2.NBD24 reserves the right to reject orders and to terminate agreements already concluded extraordinarily and without notice if the contents of the printed data provided are pornographic, Fascist or otherwise violate the constitution of the Federal Republic of Germany.
§3 Prices and invoicing
1.The prices listed on the web site are valid subject to the proviso that the order data forming the basis for the offer submitted by the Customer have remained unchanged. Any costs which are created through changes subsequently requested by the Customer shall be separately billed.
2.NBD24 shall send its invoices exclusively per e-mail. These invoices provide unrestricted entitlement to make input tax deductions. With the submission of its offer, the Customer is declaring its agreement with this form of invoice submission. The submission of the invoice is not considered to be a requirement for the coming-due of the payment claim.
3.The payment methods stated to the Customer shall be prevailing.
4.If nothing to the contrary is stated on the order confirmation, the final gross price shall come due for payment immediately after the conclusion of the agreement (receipt of the order confirmation).
The costs for the payment transaction shall be assumed by the Customer.
5.In the event that charge-backs are made, then the Customer must reimburse NBD 24 GmbH for the costs billed by the bank executing such charge-backs. This shall likewise be valid for the rejection of charge-backs.
6.If, upon the Customer’s request, a shipment of goods is once again sent to the Customer owing to reasons for which the Customer is responsible, then it must assume the costs incurred. If the Customer is an entrepreneur with its commercial residence in Austria (non-EU) and it has a valid VAT ID no., then the invoice shall be issued without a VAT ID no. If, owing to an incorrect VAT ID no., the delivery has been treated as being tax-exempt and this is based upon incorrect information provided by the Customer which the Contractor could not have recognised even while exercising the due care of a prudent businessman, then the entrepreneur shall pay the related tax debt owed. If the Customer is an entrepreneur with its commercial residence in non-EU countries, then the invoice shall be issued without a VAT ID no.
7.Additional costs such as, for example, for packaging, freight, postage, insurance and other shipping costs shall be shown during the ordering process.
8.The invoices we issue shall always be subject to correction in the event that any errors are subsequently discovered. We can issue a new, corrected invoice by no later than six weeks after the Customer receives the invoice. The invoice shall be considered to have been approved by the Customer six weeks after it receives the invoice unless it makes written notification of any billing errors to us in detail within this timeframe. After the lapsing of the six-week timeframe, the invoice may not be revised. This shall also be valid for any requested changes of the recipient of the invoice or the billing address. The six-week timeframe shall not affect the obligation to make payment or the obligation to make notification of defects within the shorter timeframes specified in these General Business Terms and Conditions.
9.The creation of an advertising banner shall be carried out exclusively based upon the Customer’s specifications. In the event that the Customer should request a belated termination of the agreement concluded with NBD 24 GmbH, we consider ourselves compelled to bill a lump-sum processing charge for work performed.
◦For orders with a billing amount of up to € 200.00, we shall charge a lump-sum amount of € 20.00.
◦In the event that orders are made with a billing amount of at least € 201.00, we shall charge a lump-sum amount of € 50.00.
In the event that the order is cancelled on the same day as it was made, then we shall accept the cancellation of the order without charging any cancellation fee.
§4 Delivery and service timeframes
1.All stated delivery timeframes are not considered to be fixed timeframes. A fixed timeframe must be expressly designated by NBD24 as being such and must have been agreed. It is frequently the case that the stated delivery timeframes are applicable to planned outgoing delivery timeframes.
2.If the agreed delivery timeframe cannot be adhered to by NBD 24 GmbH, then the Customer must then set an appropriate extension period in writing. After the extension period has fruitlessly lapsed, the Customer may withdraw from the agreement.
3.The delivery timeframe shall be extended for all force majeure events by the period of time in which the hindrance exists. Force majeure shall be considered to be above all strikes and operational disruptions – particularly disruptions in data connections – provided that these hindrances have a substantial influence upon the delivery of the goods against documentation. This shall also be valid in the event that the hindrance affects one of the contractual partners of the Contractor. The aforementioned sets of circumstances shall also then not be the responsibility of the Contractor if they arise during an already existing delay.
4.The delivery timeframe for customers within the Federal Republic of Germany shall be 4-5 working days after the receipt of the payment. For foreign customers, the delivery timeframe shall be extended by up to 5 working days owing to longer shipping routes.
§5 Transfer of risk
1.The risk of the accidental destruction or accidental deterioration of the goods shall be transferred to the Customer when the goods are surrendered to the person designated to receive the shipment, but nonetheless by no later than when the goods leave the factory. This shall apply regardless of who assumes the shipping costs and also if transport is provided by NBD 24 GmbH’s own employees. If the goods are ready for shipment and the shipment or delivery acceptance is delayed owing to reasons for which NBD 24 GmbH is not responsible, then risk shall be transferred to the Customer when the notification of readiness for shipment is received.
2.Upon the Customer’s request, the shipment shall be insured by NBD 24 GmbH against insurable damages at the Customer’s expense.
§6 Print data, obligation to examine
1.NBD 24 GmbH shall carry out all printing orders exclusively based upon the print data provided by the Customer. These data must be exclusively provided in the formats and with the specifications stated in the information provided by the Customer. In the event of deviating data formats or other specifications, flawless printing is not guaranteed.
2.The Customer shall be obliged to carefully check the print data before submitting them to NBD24 as to whether they are suitable for the printing order to be carried out. NBD 24 GmbH shall not check the print data. The Customer alone shall assume the risk for any possible errors in the printed products owing to erroneous print data.
3.Upon the express request of the Customer and provided that it is technically possible, other formats than those specified in the Customer’s information shall be processed. If errors arise owing to the conversion of the data into formats which can be processed by NBD24, then they shall not be the responsibility of NBD24. The Customer declares that it itself shall assume the conversion risks.
4.If print data are not provided in CMYK mode, then NBD 24 GmbH may convert the data. In the event that the RGB data or ICC colour profiles are converted, there may naturally be deviations in colour from the original. The liability for such deviations in colour shall be assumed exclusively by the Customer. If the print data are provided in another mode than the aforementioned CMYK mode, then the Customer expressly declares that the conversion shall be made at its risk.
5.If print data are provided by the Customer, regardless of what manner is used for such provision, particularly also in the event of electronic transmissions of print data and data carrier exchanges, the Contractor shall assume no liability whatsoever for the transmission or the safeguarding of the print data. Print data shall not be archived by the Contractor. The Contractor shall provide no damage compensation for any data that are lost. If the data must be researched or restored, this shall be the responsibility of the Customer.
§7 Notifications of defects
1.In each case, the Customer must verify the contractual nature of the data supplied and, where applicable, check the preliminary and intermediate products provided for corrections with the data provided.
2.Written notification of any obvious defects of the goods supplied must be made to NBD 24 GmbH within one week’s time after they are received. The timely sending of the notification shall be prevailing for adherence to the deadline.
3.Notifications of defects may not be lodged which are based upon the fact that the Customer has not adhered to the requirements for print data. This shall apply particularly for print objects which are based upon RGB colours in which the resolution is too low or in which lettering has been used which is not imbedded.
4.Minor colour deviations shall not be considered to be a defect. This shall also apply in the event of deviations in colour from a previous order which was printed by NBD24.
5.Delivery overages or underages of up to 10 % of the edition ordered which are customary for the industry must be tolerated by the Customer provided that they are reasonable in the individual case. The quantity supplied shall be billed.
1.In the event that the goods supplied are defective or lack the guaranteed quality features, then NBD 24 GmbH shall – as it chooses – either make a replacement delivery or rectification subject to the exclusion of any more extensive warranty claims upon the part of the Customer. If NBD 24 GmbH allows the extension period imposed upon it to lapse without having made a replacement delivery or rectification, or the rectification attempt is unsuccessful, then the Customer may withdraw from the agreement subject to the exclusion of all other claims or demand a corresponding reduction of the purchase price. NBD 24 GmbH shall be liable for replacement deliveries and rectification work in the same scope as for the original goods.
2.In the event that a portion of the delivery has defects, then this shall not provide entitlement to make a notification of defects for all the goods supplied.
3.The statute of limitations for all claims for defects shall be one year if claims owing to a defect in the cases of § 438 Para. 1 No. 1 BGB (Civil Code) o § 634 a Para. 1 No. BGB are not affected.
1.NBD 24 GmbH shall be liable only for damages which are attributable to intentional wrongdoing or gross negligence. Otherwise, NBD 24 GmbH shall not be liable for damages which are not to the delivery object itself; it shall also not be responsible particularly for lost profits or other financial losses of the Customer.
2.The aforementioned exemption from liability shall not apply to liability for damages arising from loss of life, physical injury or damage to health which are based upon intentional wrongdoing or gross negligence upon the part of NBD 24 GmbH or its legal representatives or vicarious agents.
3.If liability upon the part of NBD 24 is excluded, then this shall also apply to the personal liability of its salaried employees, workers, other employees, representatives and vicarious agents.
§10 Ownership, archiving, copyright
1.The print carriers manufactured and used by NBD 24 GmbH for production purposes shall remain its property.
2.Digital data and other objects required for reutilisation as well as semi-finished and finished products shall neither be stored beyond the delivery date on the premises of NBD 24 nor sent to the Customer.
3.The products of NBD24 shall be created exclusively based upon the content-related standards of the Customer in the print data provided. NBD24 shall have no influence upon the content of the print products. The Customer assures that it owns all rights to the use, dissemination and publication of the data provided, particularly with regards to text and photographic materials.
4.Solely the Customer shall be liable in the event that it violates third-party proprietary rights and the contents of its printed products violate the applicable law of the Federal Republic of Germany. The Customer shall unconditionally indemnify NBD 24 GmbH from any third-party claims created through the usage of the data provided by the Customer related to the violation of third-party rights, particularly owing to copyright violations.
§11 Reservation of ownership
1.NBD 24 GmbH shall reserve ownership to the goods until all payments arising from the business relationship have been received. The Customer shall be entitled to resell the purchased goods in ordinary business dealings; the Customer already now assigns to NBD 24 GmbH all payment claims in the amount of the final invoiced amount (including VAT) to which it is entitled against its own customers or third parties owing to the resale of the goods. The assignment is hereby considered to be accepted.
2.The Ordering Party continues to remain entitled to collect this payment claim even after such an assignment is made. The authorisation to collect the payment claim itself shall remain unaffected by this. However, NBD 24 GmbH shall be obliged not to collect the payment claim itself as long as the Ordering Party fulfils its payment obligations from the proceeds collected, does not find itself in payment default and particularly no petition has been filed for the opening of insolvency or composition proceedings and no looming insolvency threatens. However, if this is indeed the case, NBD 24 GmbH may demand that the Ordering Party disclose the assigned payment claims and their debtors to it, provide all information required for their collection, submit the related documents at its own expense and notify the (third-party) debtors of this assignment.
3.If the Customer enters into payment default, then NBD 24 GmbH may revoke the authorisation to collect payment claims. Upon the Customer’s request, NBD 24 GmbH shall be obliged to release the security to which it is entitled to the extent that the value of our overall security exceeds the nominal value of the payment claims to be secured by more than 20 %; NBD 24 GmbH shall be at liberty to choose what security is to be released.
4.In the event of contractual violations, particularly payment default upon the part of the Customer, NBD 24 GmbH shall be entitled to take back the purchased goods. The Customer shall be obliged to surrender the goods. In the event that the goods are taken back, this shall constitute no rescission of the agreement unless NBD 24 GmbH has expressly declared this.
§12 Payment due dates, offsetting and right of retention
1.If nothing to the contrary is stated on the order confirmation, then the final gross price shall come due for payment immediately after the agreement is concluded (receipt of the order confirmation).
2.The Customer shall assume the costs for the payment transaction.
3.The Customer may offset only against undisputed or legally upheld payment claims. The Customer shall be authorised to exercise a right of retention only to the extent that its counterclaim is based upon the same contractual relationship.
§13 Shipping costs
The shipping costs shall be shown in the “Calculation” section without any prior registration or the disclosure of your personal data being required in the obtaining of a non-binding offer upon the “Calculation” page.
§14 Data protection
1.In accordance with § 4 Para. 1 TDDSG (Teleservices Data Protection Act), the Contractor is obliged to provide detailed information to you as the Customer regarding the manner, scope and purpose of the collection, processing and use of the personal data that are required for the execution of the orders as well as regarding the Customer’s right to object to the use of its anonymised user profile. Your data which we save shall be treated with confidentiality and disclosed to our partner companies merely in the scope that is required for the execution of your order. Your data shall not be disseminated to other companies than those affiliated with our company for advertising or market research purposes.
2.The Customer hereby expressly approves the collection, processing and use of its personal data. At any time, the Customer may withdraw its approval to save and make targeted processing of its data by making written notification or sending an e-mail to firstname.lastname@example.org while stating its customer number. This shall then mean that its profile shall be completely deleted from our data bank.
§15 Applicable law, legal venue, partial invalidity
1.The law of the Federal Republic of Germany shall be valid for these Business Terms and Conditions and for all legal relationships between the Contractor and the Customer.
2.The legal venue for all disputes arising from the contractual relationship shall be the court which is competent for our commercial residence. However, we shall be entitled to also take legal action against the Ordering Party in any other applicable legal venue.
3.In the event that individual provisions of the agreement with the Customer, including these General Business Terms and Conditions, should be or become invalid in whole or in part, then the validity of the remaining provisions shall not be affected.