Terms and Conditions (T&Cs)

General Delivery and Payment Terms
Industrieschilderfabrik Becher GmbH

1. Scope
   1. These terms and conditions apply to entrepreneurs, legal entities under public law, and special funds under public law.
      
      
   2. Our deliveries and services are provided exclusively based on the following terms.
      
      
   3. Terms and conditions of the partner that are not expressly accepted by us are not valid.
2. General Provisions
   1. Contracting parties shall immediately confirm any oral agreements in writing in detail.
      
      
   2. Orders become binding only upon our order confirmation.
      
      
   3. Information and illustrations in brochures and catalogs are industry-standard approximations unless explicitly stated as binding by us.
3. Long-Term and Call-Off Contracts, Price Adjustment
   1. Open-ended contracts can be terminated with six months’ notice.
      
      
   2. If a significant change in labor, material, or energy costs occurs for long-term contracts (contracts longer than 12 months and open-ended contracts), the agreed price may be adjusted reasonably according to the impact of these cost factors.
      
      
   3. If no binding order quantity is agreed, we base our calculation on the partner’s expected non-binding order quantity (target quantity) for a specific period. If the partner orders less than the target quantity, we are entitled to increase the unit price reasonably.
      
      
   4. Goods ordered on call must be fully accepted within 12 months after order confirmation.
      
      
   5. For call-off contracts, unless otherwise agreed, binding quantities must be communicated at least 2 months before the delivery date. Additional costs caused by late or modified call-offs are borne by the partner, based on our calculation.
4. Confidentiality
   1. Each contracting party shall use all documents (including samples, models, and data) and knowledge obtained from the business relationship only for the mutually intended purposes and shall keep them confidential towards third parties with the same care as its own confidential information, if the other party marks them as confidential or has an obvious interest in confidentiality. This obligation begins upon first receipt and ends 36 months after the end of the business relationship.
      
      
   2. This obligation does not apply to information that is publicly known, already known to the receiving party without confidentiality obligation, provided by a third party authorized to share, or independently developed by the receiving party without using the confidential materials.
5. Drawings and Descriptions
   1. Drawings or technical documents provided by one party to the other remain the property of the providing party.
6. Samples and Production Tools
   1. Proportional production costs for samples and production tools (e.g., molds, templates) will, unless otherwise agreed, be invoiced separately along with the delivered goods. This also applies to replacement of worn tools.
      
      
   2. Costs for maintenance and proper storage, as well as risk of damage or destruction, are borne by us.
      
      
   3. If the partner suspends or terminates collaboration during production, all incurred costs are borne by the partner.
      
      
   4. Tools, molds, templates, and other production equipment remain our property and will not be released, even if the partner has been invoiced for part of the production costs.
      
      
   5. Any text changes to ordered products require the production of new manufacturing documents (e.g., files or films). Any changes requested by the partner after the order will be charged at cost.
7. Prices
   1. Our prices are in euros, excluding VAT, packaging, freight, postage, and insurance.
8. Payment Terms
   1. Unless otherwise agreed, all invoices are due within 30 days of the invoice date. If payment is made within 10 days, in full advance, or by cash on delivery, a 2% discount is granted, provided the customer is not in default.
      
      
   2. If we deliver partially defective goods without dispute, the partner must still pay for the defect-free portion, unless the partial delivery is of no interest. Offsetting is only permitted with legally established or undisputed claims.
      
      
   3. For overdue payments, we are entitled to charge default interest at the rate our bank charges for overdrafts, but at least 8 percentage points above the ECB base rate.
      
      
   4. First reminder: €5, each additional reminder: €15.
      
      
   5. In case of default, we may suspend performance until payment is received after written notice.
      
      
   6. Drafts and checks are accepted only by agreement and only for fulfillment purposes. Discount fees are charged from the invoice due date. No guarantee is given for timely presentation or protest.
      
      
   7. If it becomes apparent after contract conclusion that our payment claim is at risk due to the partner’s lack of performance capability, we may refuse performance and set a deadline for payment or security. If the partner refuses or the deadline expires unsuccessfully, we are entitled to withdraw and claim damages.
9. Delivery
   1. Unless otherwise agreed, delivery is “ex works.” Shipping and packaging costs are invoiced at cost. Delivery dates depend on notification of readiness to ship or pick up.
      
      
   2. Delivery period begins upon dispatch of our order confirmation, but not before all necessary information and approvals from the partner are received. The period extends reasonably in the cases outlined in section 16.1.
      
      
   3. Partial deliveries are permissible to a reasonable extent and are invoiced separately.
      
      
   4. Manufacturing-related deviations up to 10% of total order quantity are permissible, with corresponding price adjustment.
10. Shipping and Transfer of Risk
    1. Goods ready for shipment must be accepted immediately by the partner, otherwise we may ship or store at partner’s cost and risk.
       
       
    2. Unless otherwise agreed, we choose the means and route of transport.
       
       
    3. Risk transfers to the partner upon handover to the carrier, transporter, or at the latest upon leaving our plant or warehouse.
11. Infringement of Third-Party Rights
    1. If third-party rights are infringed when manufacturing goods based on the partner’s drawings, samples, or specifications, the partner shall indemnify us against all claims.
       
       
    2. We are entitled to use ordered products for our own promotional purposes, referencing the partner’s name and logo.
12. Delivery Delay
    1. If we foresee that delivery cannot occur within the agreed period, we will notify the partner immediately, explain the reasons, and provide the expected delivery date.
       
       
    2. If delivery is delayed due to reasons listed in section 16.1 or actions/omissions of the partner, a reasonable extension is granted.
       
       
    3. The partner may only withdraw if we are responsible for the delay and a reasonable grace period has expired unsuccessfully.
13. Retention of Title
    1. We retain ownership of delivered goods until all claims from the business relationship are fulfilled.
       
       
    2. The partner may sell these goods in the ordinary course of business while meeting obligations. However, they may not pledge or assign the goods as security. They must secure our rights in resale.
       
       
    3. In case of breaches, especially late payment, we may withdraw and repossess goods after an unsuccessful grace period. Legal rules on the necessity of a grace period remain unaffected. The partner must surrender the goods.
       
       
    4. All claims and rights from sale or permitted rental of goods belonging to us are assigned to us for security. We accept this assignment.
       
       
    5. Any processing or mixing of reserved goods is done on our behalf. Co-ownership arises proportionally if goods are mixed or combined.
    6. The partner must inform us immediately of any third-party enforcement measures affecting the reserved goods or assigned claims.
    7. If the value of existing securities exceeds the claims by more than 20%, we are obliged to release securities at the partner’s request.
14. Defects in Quality
    1. The quality of goods is determined solely by agreed technical specifications. If we deliver according to partner’s drawings or samples, the partner assumes the risk for suitability. Contractual condition is determined at the time of risk transfer (see section 10.3).
       
       
    2. We comply with applicable EU and German laws, e.g., REACH Regulation (EC 1907/2006), ElektroG, RoHS, WEEE, End-of-Life Vehicle Act.
       
       
    3. We are not liable for defects caused by improper use, assembly, normal wear, or unauthorized modifications by the partner or third parties. Minor defects that do not affect value or usability are also excluded.
       
       
    4. Claims for defects expire after 12 months unless mandatory law provides longer periods, especially for construction works or materials used in construction.
       
       
    5. If acceptance or initial sample inspection was agreed, defects detectable during careful inspection are excluded.
       
       
    6. Partner must allow us to inspect reported defects. Return defective goods immediately upon request; we cover shipping if the complaint is justified.
       
       
    7. We will remedy justified defects or provide replacement at our discretion. If we fail, the partner may set a final written deadline, after which price reduction, withdrawal, or self-remedy at our cost is permitted.
    8. Legal recourse claims exist only insofar as the partner has not agreed beyond statutory defect rights with their customer.
       
       
    9. Minor color deviations in printed or anodized surfaces are permissible. Light burrs on metal, plastic, or composite signs are technical and not defects.
15. Other Claims, Liability
    1. Unless stated otherwise, all other claims are excluded, especially for consequential damages or loss of profit.
       
       
    2. Liability limitations do not apply in cases of intent, gross negligence of our legal representatives or executives, or breach of essential contractual obligations. In such cases, liability is limited to typical, foreseeable damage.
       
       
    3. Liability under product liability law for personal or property damage to private items is not limited. Same for injury to life, body, health, or guaranteed properties.
       
       
    4. Liability limitations also apply to personal liability of employees, representatives, and agents.
       
       
    5. The statutory burden of proof remains unaffected.
16. Force Majeure
    1. Force majeure, strikes, unrest, official measures, supplier failures, and other unforeseeable, unavoidable events relieve parties of obligations during the disruption, unless delay is caused intentionally or by gross negligence. Parties must inform promptly and adjust obligations in good faith.
17. Place of Performance, Jurisdiction, and Applicable Law
    1. Unless otherwise stated, our business location is the place of performance.
       
       
    2. All disputes, including bill or check disputes, fall under our jurisdiction. We may also sue at the partner’s location.
       
       
    3. German law exclusively applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG – "Vienna Sales Law") is excluded.

Effective: December 5, 2011