General Terms and Conditions


1. Scope

The following General Terms and Conditions shall be applicable to all orders placed through our online shop.

2. Parties to the agreement, customer service

The purchase agreement is concluded with Komar Products GmbH & Co. KG. You can find more information about our company under Legal Details. If you have any questions, complaints or objections, please contact our Customer Service on Tel.: +49(0)8031/40689-0.

3. Conclusion of agreement

By presenting products in the online shop, we make you a binding offer to conclude an agreement for these items. The agreement is deemed to be concluded when you accept the offer for the goods contained in the shopping basket by clicking the order button. You will receive another confirmation by e-mail immediately after you have sent your order.

For the agreement to be effective, the order procedure must be concluded and the order sent.

4. Delivery costs

Delivery costs must be added to the indicated product prices. For details about delivery costs, see individual products.

5. Payment

Payment can be made by PayPal, credit card, or by prepayment.

PayPal

You are paying the invoiced amount using the online provider PayPal. You must be registered or register here, legitimise yourself with your login data and confirm the order to pay us (unless this is a guest access). Further instructions are given during the order procedure.

6. Collection by customer

We only deliver by dispatch. It is unfortunately not possible for you to collect goods yourself.

7. Packing station

We do not deliver to packing stations.

8. Retention of ownership

The goods shall remain our property until they have been paid in full.

9. Transport damage

If goods are delivered with obvious transport damage, please inform the delivery company about this damage without delay and contact us immediately. Failure to file a complaint or contact us has no effect on your legal rights or their enforcement, in particular warranty claims. However, you help us assert our own claims against the carrier or transport insurance.

10. Storage of agreement text

We save the agreement text and send you the order details and our General Terms and Conditions by e-mail. You can read and download our General Terms and Conditions from this website at any time. Previous orders can be viewed through our customer login.

11. Agreement language

The language used to conclude the agreement is German.

 

 

GCP – General conditions of Purchase

1.  Validity of the Conditions of the Contracting Party

These Conditions of Purchase shall apply exclusively to all orders. Any conflicting or additional conditions of the Supplier are opposed. Such conditions shall apply only if the Contracting Party agrees to them or parts thereof explicitly and in writing. Our Conditions of Purchase shall also apply if we unconditionally accept the delivery from the Supplier in the knowledge that the Supplier's conditions are contrary to or deviate from our General Conditions of Purchase. Our General Conditions of Purchase shall also apply to all future business with the Supplier.

2.  Order of precedence:

The following order of precedence shall apply to the nature and scope of mutual services:

-        the terms and conditions of the order
-        if applicable, basic agreement / cooperation agreement
-        these General Conditions of Purchase
-        technical specifications according to the order letter
-        the general specifications and standards of the ordering party
-        general norms

 

3.  Offer

The Supplier shall adhere exactly to the specifications and wording of the inquiry. Explicit reference must be made to any deviations. The offer shall be made free of charge. The offer must be valid for at least 30 days.

4.  Order

Orders must be made in writing. This requirement is also deemed to be satisfied if an order is transmitted electronically. Additional oral agreements for orders are only binding if confirmed in writing by the Contracting Party. This also applies to subsequent changes and amendments. Orders placed electronically by the Contracting Party may be confirmed by the Supplier in the same way.

The order must be accepted without objection within a period of five days from the order date through presentation of an order confirmation by the Supplier. If no objection is made by the Supplier in this period, the order is deemed to be binding. If the order is not accepted within five days, the Contracting Party is entitled to cancel/withdraw the order. Upon acceptance of the order, the Supplier unconditionally agrees to our Conditions of Purchase.

The order and job number must be specified in all correspondence. If delivery on call is agreed elsewhere, e.g. in general agreements, delivery must occur immediately.

5.  Provision of materials

Insofar as the Contracting Party provides the Supplier with materials, the Contracting Party shall retain ownership thereof. The Supplier shall be liable for the loss or damage of provided materials. Materials provided by the Contracting Party shall be treated and processed in the orders of the Contracting Party and shall remain the property of the Contracting Party during the treatment and processing phase. If the material provided by the Contracting Party is inseparably blended with other objects that do not belong to the Contracting Party, the Contracting Party shall acquire joint ownership of the new products proportionate to the value of the materials provided to the other blended goods at the time the goods are combined. If materials are combined in such a way that the materials of the Supplier must be considered the primary item, it is agreed that the Supplier shall transfer proportional co-ownership to the Contracting Party. The Supplier preserves the sole ownership or co-ownership for the Contracting Party.

 

6.  Subcontractors

The Supplier may not transfer his obligations resulting from the Contract either in whole or in part to others or pass on services and work assigned him to other companies without the written approval of the Contracting Party. This also applies to services for which the Supplier's business is not equipped.

If approved in writing by the Contracting Party, the Supplier shall impose upon subcontractors all obligations regarding tasks he has accepted and guarantee their compliance on behalf of the Contracting Party.

 

7.  Implementation, environmental protection, safety and quality

The Supplier warrants that his goods and services shall correspond with the statutory and contractual quality requirements and the latest technical developments and are free of defects. The Supplier shall carry out quality assurance measures appropriate in terms of nature and scope and according to the latest technical developments and provide us with proof thereof upon request. If necessary, the Supplier shall conclude with us an appropriate separate quality assurance agreement. In the event that hazardous substances are delivered, product information, especially safety data sheets, must be sent to the Contracting Party in good time. The Supplier is prohibited from using carcinogenic substances.

8.  Drawings / tools / printing permission

Tools, models, drawings and other aids produced for the purpose of fulfilling our order and separately invoiced by the Supplier shall become the property of the Contracting Party at the time of production. They shall initially be kept by the Supplier and may be used only for the purpose of fulfilling our orders. At the request of the Contracting Party, the said aids and documents must be handed over to the Contracting Party after performance of the contract.

The Supplier is obliged to sufficiently insure at replacement value at his own expense the tools belonging to the Contracting Party against damages caused by fire, water and theft. The Supplier also assigns to the Contracting Party any claims for compensation from this insurance. The Contracting Party hereby accepts this assignment.

For all awarded printing orders, proofs, corrections or copies must be submitted to us beforehand for printing approval.

9.  Price / invoices

Unless otherwise agreed, prices shall include delivery and duty (DDP according to Incoterms 2010) and packaging. The prices quoted in the order are fixed prices including all discounts and surcharges, but exclusive of VAT.

Invoices can only be processed by the Contracting Party if they correspond to the requirements specified in Point 4, para. 3. The Supplier is responsible for the consequences of non-compliance with this obligation unless he can prove that he was not accountable for the latter. A single copy of the invoice must be sent separately from the order to the invoice address specified in the order.

The Contracting Party shall be entitled to offset claims and rights of retention as allowed by law.

 

10.  Terms of payment

Unless a special written agreement has been reached, net payment is made within 30 days, subject to a 3% discount if paid within 14 days. The Contracting Party can decide on method of payment. The payment periods begins when both the invoice and the goods have been received by the Contracting Party or the services have been rendered. Payments that have been made do not constitute unconditional acceptance of the goods and are subject to invoice verification.

 

11.  Delivery / delivery date / delay in delivery

The delivery time specified in the purchase order is binding. The Supplier is obliged to notify the Contracting Party immediately in writing if circumstances occur or become apparent from which it can be inferred that the stated delivery date cannot be honoured.
Partial delivery, overdelivery, underdelivery or advance delivery are only permissible with our prior approval. Unless explicitly agreed otherwise, delivery shall occur DDP.

In the event of delayed delivery, the Contracting Party may claim flat-rate compensatory damages of 1% of the delivery value for each full week, however not more than 10%; other statutory claims (withdrawal and damages in lieu of performance) remain unaffected. The Supplier is entitled to prove to the Contracting Party that no damage whatsoever or significantly less damage has occurred as a result of the delay.

12.  Shipment

Goods are shipped to the shipping address specified by the Contracting Party at the expense and risk of the Supplier. This also applies to the return of defective goods by the Contracting Party. The least expensive method of transport for the Contracting Party must be chosen unless the Contracting Party has explicitly specified certain transport requirements.

The goods are packaged at the expense of the Supplier unless the Contracting Party has explicitly agreed to cover the costs of packaging. As a matter of principle, orders shall be packed in such a way as to avoid transport damage. Delivery shall occur according to the General Packaging Requirements of the Contracting Party as amended; the valid version of the General Packaging Requirements is available from the Contracting Party's purchasing department.

In addition to delivery address, transport documents must include order details according to Item 4, para. 3. Any costs incurred as a result of wrongly delivered consignments shall be paid by the Supplier insofar as he is responsible for transportation or the wrong delivery of the goods. Partial deliveries/partial services by the Supplier are only admissible with the written approval of the Contracting Party. The return of the packaging is subject to special agreement.

13.  Transfer of risk

Unless agreed otherwise in individual cases, our factory in Kolbermoor, Germany is deemed the designated site. The risk only passes to the Contracting Party after the goods / services have been transferred and accepted by the Contracting Party.

 

14.  Claims for defects

The Contracting Party is entitled to the statutory claims for defects without limitation. The Contracting Party can demand at his own discretion the removal of the defect or a replacement delivery of fault-free items or the production of a new product. Subsequent performance shall occur in agreement with the Supplier having regard to the business concerns of the Contracting Party. The right to compensation, especially compensation in lieu of performance, remains explicitly reserved.

The period of limitation for claims arising from defects is extended by the time that lies between notification and remedy of defect. If the subject of delivery / performance is newly delivered, re-ordered in full or in part or replaced, the period of limitation for claims arising from defects in the newly delivered, replaced or wholly or partially remedied object or appropriate components begins anew with the delivery / acceptance. 

The Contracting Party is entitled to remedy the defects himself at the expense of the Supplier in the case of imminent danger or special urgency. The period of limitation is 36 months, calculated from transfer of risk.

 

15.  Notice of defects

For delivered goods which the Contracting Party has to inspect according to Para. 377 HGB (German Commercial Code), the period allowed for inspection and notification of an obvious defect is two weeks from acceptance of the delivery. In the case of hidden defects, the period for claims is two weeks after the discovery of the defect. The signing of a delivery note in terms of quantities, weights and measurements and conformity of the delivered goods with the contract does not constitute acknowledgement of the contractual conformity or quantities.

 

16.  Non-assignment clause

Assignments and other transfers of the rights and obligations of the Supplier beyond the scope of Para. 354 HGB (German Commercial Code) shall be excluded. Exceptions must be approved in writing by the Contracting Party to be valid.

 

17.  Termination

The Contracting Party is entitled to withdraw from the Contract if use of the ordered goods is rendered impossible or poses a significant business challenge as a result of industrial disputes, industrial disruptions, accidents, acts of war, reductions in sales volumes, interventions by the authorities, similar incidents or force majeure. If a party to the contract discontinues payments or insolvency proceedings are opened on its assets, the other party is entitled to withdraw from the part of the contract that has not yet been fulfilled.

18.  Certificates of origin / suppliers' declarations

The Supplier is obliged to inform the Contracting Party in writing as soon as possible before the delivery date about any licensing requirements for his goods according to valid German, European (EU), US American export, customs and foreign trade law as well as the export, customs and foreign trade law of the country of origin of his goods. In this respect, the Supplier shall supply the following information and data:

- the export list number as specified in Annex AL of the German Foreign Trade and Payments Ordinance or the comparable list numbers of relevant export lists;
- the Export Control Classification Number according to the US Commerce Control List (ECCN), insofar as the goods are subject to the US Export Administration Regulations (EAR);
- the commodity code (HS/CN Code);
- the country of origin (trade agreement/non-preferential origin), code for the label of origin: D = third country / E = EU / F = EFTA;
- (long-term) suppliers' declarations for goods having preferential origin status (EU suppliers) or certificates of preferences (non-EU suppliers);
- all other information and details required by the Contracting Party for the import and export or further distribution and reexport of the goods.

The Supplier is obliged to inform the Contracting Party in writing immediately of any changes in the above information and data.

If the Supplier violates his obligations under Item 18 para. 1, he is liable for any expenses and damages and other disadvantages (e.g. additional claims from foreign import duties, penalties etc.), incurred by the Contracting Party as a result thereof. This shall not apply if the Supplier is not responsible for the breach of duty.

19.  Rights of use and proprietary rights

The Supplier guarantees that the goods and services are free of rights of third parties in Germany, or insofar as he has been informed, in the country of destination.

If claims are asserted against the Contracting Party by a third party for such reasons, the Supplier is obliged on first written demand to indemnify the Contracting Party from these claims. The Contracting Party is not entitled to reach any kind of agreements with the third party or, in particular, to reach a settlement without the approval of the Supplier.

If contractual use of the delivered goods/services is impeded as a result of the property rights of third parties, the Supplier is obliged without prejudice to his other contractual and legal obligations, at his own expense and after consultation with the Contracting Party either to obtain permission from the person authorised to dispose of the industrial property right to use the delivered goods or services as provided by the contract without limitation and at no additional costs to the Contracting Party, or to change the parts of the goods / services affected by the property rights in such a way that they no longer fall in the scope of protection but nevertheless fulfil the terms of the contract.

The limitation period for these claims is 10 years, commencing with the conclusion of the respective contract.

20.  Copyright

Copyright and the right to duplicate in any form and for any purpose sketches, drafts, originals, films and similar objects of the Contracting Party shall remain with the Contracting Party unless specifically stated otherwise by the Contracting Party. The reprinting or duplication – regardless of method – of any deliveries including those that are not subject to copyright or other industrial property rights, is not permissible without the permission of the Contracting Party.

Printing plates (metal plates, stones etc.), cylinders, lithographies, master copy templates (negative and slide positives on film or glass), cartridges, punching presses and similar shall remain the property of the Contracting Party.

21. Non-disclosure / data protection / property

The Supplier is obliged to keep strictly confidential all illustrations, drawings, models, calculations and other documents and information he has received. They may be disclosed to third parties only with the explicit approval of the Contracting Party. Confidentiality obligations shall also remain valid after completion of the orders; they expire if and insofar as the production know-how contained in the surrendered illustrations, sketches, calculations and other documents has become generally known.

Designs produced by the Supplier on behalf of the Contracting Party shall become the property of the Contracting Party with all their rights.

 

22.  Publication:

The Supplier is only entitled to name the Contracting Party as a reference customer and/or advertise with products developed or produced within the framework of the contractual relationship on behalf of the Contracting Party and/or submit press releases or similar within the framework of the contractual relationship with the prior written approval of the Contracting Party.

The name of the Supplier or his company logo may only appear on printed material, designs etc. with our explicit written approval. Such approval shall apply only to the particular case for which it has been granted.

Use of our assignments for advertising purposes in not permitted.

       

23.  Place of jurisdiction / contract language / applicable law

Insofar as the Supplier is a businessperson within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of the Contracting Party shall be the exclusive place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship. The Contracting Party is also entitled to take legal action at the court responsible for the Supplier's registered office.

The contract language is German. German law shall apply under exclusion of the Hague Sales Convention and the Vienna Sales Convention.

24.  Written form

E-mails do not fulfil the written form requirement within the meaning of these General Terms and Conditions or individual agreements based upon these Terms and Conditions.

 

25.  Partial invalidity

If individual terms of these Conditions are or become invalid or impracticable, the contract as a whole and the other terms of these Conditions shall remain valid. The parties to the contract are obliged to replace the invalid/impracticable provisions from the commencement of invalidity/impracticability with another provision which most closely reflects the intent and purpose of the original provision, taking their mutual interests into account. The same shall apply to any gaps in the agreement.

Download GCPs here.