General Terms & Conditions
August 15, 2016
All our deliveries are based on the following conditions and on the conditions of our pricelist
Any agreements and offers are subject to the following terms and conditions. They shall be deemed as being accepted on placing the order. The purchaser’s deviating terms and conditions will not be recognized unless expressly agreed upon in writing, they are not binding even if not objected by us. All verbal agreements need to be confirmed in writing to be valid.
1. Offers / Orders (Sale & Purchase)
Our offers are not binding and subject to change without notice. Any order shall be accepted by us as binding only if acknowledged in writing. Please note that the order form which is automatically provided from our webshop system is not the order confirmation. All prices are free Warehouse Meckesheim. Freight costs are additional.
KM purchases only according to its general terms & conditions.
2. Charging of sketches, drawings, etc.
Sketches, drawings, lithographs, trial prints and samples which are made on the basis of an order shall be charged for the customer, even if the order has not been executed due to reasons caused by the customer. Sketches, blocks etc. ordered by the customer shall also be charged, if no order has been placed for delivery. Offset plates, lithographs, negatives, blanking presses etc. including diapositives provided by the customer shall remain our property or the property of the printer engaged to carry-out this job, even if charged separately.
The examination in view of the rights of reproduction and the content of all printer’s copies shall be the sole responsibility of the ordering party. When using sketches created by us or the supplier’s plant, copyright and the right of reproduction shall remain with us or the supplier’s plant, unless otherwise agreed upon.
If manuscripts, original items, printed items, negatives and other objects produced by the ordering party or by us on behalf of the ordering party are to be insured against theft, fire, water or any other risks, the ordering party alone shall be responsible to effect this insurance at his expense.
5. Proof copies and setting errors
Proof copies are only provided on special request and against payment. They shall be accurately checked by the ordering party for setting and other errors and be returned to us with the declaration “ready for printing”.
Printing documents made by us, of which the ordering party and/or the customer will be given a copy, shall be carefully and accurately checked by the ordering party and/or the customer, because they are regarded as acknowledgement of the execution of printing.
Changes/printing modifications communicated by telephone shall be agreed upon by the ordering party immediately in writing.
We shall not be liable for errors overlooked by the ordering party.
If proof copies or printing copies are declared to be ready for printing, any costs resulting from the ordering party’s request for changing the set or blocks subsequently, shall be at expenses of the ordering party.
Furthermore, any costs for changes/modifications demanded which can be ascribed to illegibility of missing definiteness/clearness of the print manuscript shall be paid by the ordering party. Otherwise, terms and conditions contained in our price lists for the delivery and pricing of proof sheets shall apply.
6. Color deviations
Slight deviations in print/color cannot be avoided in any case. Colored reproductions (in all printing processes) are normally subject to slight deviations from the original and changes of the print form caused by a lamination or varnish and shall not justify a complaint about defects. The same shall apply to a comparison between possible color copies and proof copies and prints of large quantities. The determination of color shades with standard designs
7. Wood dyeing
We shall not give any warranty to keep exactly to colors of natural-colored matchwood and even to later discolouring caused by the influence of phenol-containing substances.
8. Material deviations
Deviations from the quality of cardboard delivered to us and/or any other material shall not give cause for complaint, unless explicitly admitted in the terms and conditions of delivery of the paper/cardboard industry respectively of the ancillary industries.
Differences between proof copies and large quantities based on these material deviations shall not be regarded as being defect.
We reserve ourselves to choose the mode of shipment or the means of transport. Possible extra costs due to special type of transport requested by the ordering party shall be paid by the purchaser.
The danger of dispatch will be carried by the purchaser. Transport insurance is the responsibility of the purchaser.
10. Excess or short shipment
Sometimes it is impossible to produce the exact quantities required, because of technical reasons during production. Therefore, we shall reserve the right to deliver more or less of the quantities ordered up to max. 10% of the agreed order price.
11. Minimum order volume
The minimum order volume is 30.00 EURO incl.VAT regarding webshop orders.
12. Storage and provision
Semi-finished and finished products shall be stored and kept if agreed upon prior to shipment. These storage costs shall be paid by the ordering party. According to prior agreement, we shall be entitled to charge for this storage and the provision of material required in form of payment in advance.
13. Right of lien and reservation of title
We reserve the right of lien in semi-/finished products or any other item delivered until all accounts receivable that have arisen from the business relation between us and the purchaser/ordering party have been paid.
We reserve the title in any goods until all and any of our claims versus purchaser including complete payment of the purchase price and any other claims that have arisen from the business relationship between us and the purchaser have been settled.
However, the purchaser shall be entitled to dispose of the goods in the normal course of business. Any other dispositions, in particular, pledging, transfer of ownership by way of security, shall not be allowed.
In the event of a levy of execution, seizure attachment or any other disposition by a third party the purchaser shall notify us thereof without delay and make available to us all information and documents for safeguarding our rights.
The purchaser shall assign to us any claims arising from possible reselling of goods to third party until all accounts receivable have been settled.
We reserve the right to select items/goods or claims to be released by us. Otherwise, our purchasers shall be entitled to collect any claims assigned to us by themselves as long as they fulfill their obligations to pay.
14. Standards and compliance of legal rules
Only the buyer is responsible for meeting the country-specific norms and the legal requirements of the concerned ordered products.
Charges determined by law or regulations and all other debit notes which occur belatedly and/or subsequently justify corresponding price increases.
15. Delivery dates, deliveries
The confirmation of an obligatory delivery date needs to be in writing. Usually we confirm the delivery date in our order confirmation with an approx. calendar week.
If no specific delivery dates are arranged, but a term of delivery based on definite periods of time, the delivery time shall first begin once the ordering party will have declared that the order is “ready for printing” (see 5.).
If the ordering party asks for changes/modifications of the order after this date, such that the manufacturing period is affected, time of delivery shall commence again at the date of the acknowledgement of such a change/modification.
We shall not be liable for delays in delivery due to non or bad delivery of our suppliers. Our goods shall be regarded as being delivered in time on leaving our plant for shipment (see 9.), or if it is interrupted by influences beyond our control. In this case, goods shall be temporarily stored.
16. Delay of delivery
If a delivery delay is caused by us, the purchaser is able to use his legal rights only after he has given us an appropriate respite. He cannot claim payment of damages.
In any event of force majeure, particularly in case of strikes of any nature whichsoever, lockouts, wars, late self-supply, fire and any other unforeseeable events or occurrences, even with our suppliers, beyond our control, the term of delivery shall be extended accordingly, and no claim of the ordering party can be accepted in connection therewith.
Should compliance with the term of delivery accepted by us or the performance of the contract become impossible due to any events described herein above, we shall be released from our obligation to deliver, and no claim of the ordering party can be accepted.
17. Contract modification or resignation
If goods from a delivery contract are not claimed by the end of the period agreed, it is our right to resign from the contract or to deliver the goods to the purchaser. Goods produced in advance and stored by us have to be accepted by the purchaser. A halt of payment, stagnations or bad financial conditions of the purchaser give us the right to resign from the contract immediately. In this case all claims against the purchasers will be payable immediately. We judge the financial situation of the purchaser on the base of public financial ratings.
18. Withdrawal of orders submitted via the webshop
The purchaser is entitled to submit a written withdrawal of the contractual declaration within a period of 2 (two) weeks without mentioning reasons (e.g. letter, fac, email) or – if he received the goods prior to the deadline – by returning the goods. The deadline starts upon receipt of this written notice of withdrawal, but not before receipt of the goods at the destination (regarding repeat deliveries of the same goods not before receipt of the first partial delivery) and also not before we have fulfilled our obligation to provide information as defined in Article 312 c 2 BGB in conjunction with Article 1 (1) , (2) and (4) BGB-InfoV (Civil Code) as well as our obligation as defined in Article 312e 1 (1) BGB in conjunct6ion with Article§ 3 BGB-InfoV. To keep the deadline for withdrawal it is sufficient to send off the notice of withdrawal or the goods in time. The notice of withdrawal has to be addressed to:
Company KM BRANDS, INC., 2778 N Treaty Line Road, Cambridge City, IN 47327, Email: email@example.com.
In case of an effective notice of withdrawal goods and service (e.g. outstanding interests) received by both parties have to be returned. If the purchaser is not able to return the received goods completely or partially or only in a bad condition, he will have to pay compensation for the value of the goods. This does not apply to goods which are rendered and if the worsening of the goods is being traced to the inspection – as possible to undertake in a shop. Incidentally the purchaser can avoid the obligation to pay compensation for the value of the goods by using the goods in a reasonable manner thus avoiding worsening the goods. Goods ready for shipment have to be return at our risk. The purchaser has to take over the costs of return shipment if the delivered goods do not comply with the ordered goods and if the price of the goods to be return does not exceed an amount of 40 EUROs or if the purchaser has not transferred an agreed partial payment of a higher price at the time of withdrawal. On the other hand returning the goods is free of charge. Obligations for remittance of payment have to be fulfilled within a deadline of 30 days. The deadline starts for the purchaser with sending off the notice of withdrawal or the goods; for us with the receipt of goods.
19. Default in accepting delivery
If the ordering party falls behind with the acceptance of goods delivered, we shall be entitled to claim the performance of the contract and payment of loss occurred due to the default in accepting delivery.
We are entitled to dispose of any goods produced in whole or in parts at the end of six months after the default in accepting delivery.
Any costs accruing in connection with this default including possible freight charges and previous storage costs shall be borne by the ordering party.
20. Terms of payment
Our invoice are payable without any deduction right after the receipt of the invoice. Agents shall not be entitled to receive/collect payments.
In the event of late/part payment we shall be entitled to claim immediate payment of amounts not yet due, or to decline any further performance of the order.
In this case, we shall also be entitled to cancel the contract or to claim for damages due to non-performance of the contract.
In the event of new business relationships, for customers from abroad and for purchasers with a bad financial rating we shall reserve the right to arrange payment in advance.
If it becomes known that the purchaser is in an unfavourable financial position or unworthy of credit, or if his/her financial/legal situation is changing to our disadvantage we shall be entitled to make further deliveries conditional on prepayment of the invoiced amount.
Furthermore, we shall be entitled to demand immediate payment of all unsettled accounts or invoices not yet due, to cancel any further activities on pending orders, to cancel our obligation as to follow-up orders and to demand payment for work already carried-out and materials provided.
21. Assignation is not possible
Invoices cannot be up-counted against each other and money cannot be held back by the purchaser even if he has other open claims against the supplier.
Visible defects can be complained of within one week after acceptance of the goods, even if out-turn samples have been provided. If this should refer to a printer’s error, this term shall be extended to four (4) weeks after acceptance of the goods. We keep the right to rework or replace the goods.
We shall not be liable for any misprints or printer’s errors which can be ascribed to missing clearness of printing documents. Defects of parts of goods delivered shall not give grounds for the complaint of the entire delivery. Any other visible defects of goods delivered can only be complained of by immediate notification of the defects. Hidden defects shall be subject to statutory periods of limitation.
We shall have the right of repair or replacement of defective goods delivered.
Compensation for damage shall only be granted by us, if we have acted intentionally or with gross negligence. We do not accept payment of damages.
As far as special services (e.g. high-gloss lamination, varnishing, etc.) are to be carried-out, terms and conditions of the relevant trade shall apply.
23. Data processing
We will process your data by means of our internal electronic data processing according.
24. Place of performance and venue
Place of performance for both parties to the contract is Cambridge City.
Law cases will be handled by the court of Wayne County. For special cases we keep the right to select any other court.
The business relationship between supplier and purchaser shall be governed by the law of the United States only.
25. Legal effect
Any verbal agreements or changes/modifications of these provisions shall only be valid on prior written agreement. The invalidity of any provision in this terms and conditions shall not affect the continuing enforceability of the remaining provisions.
We reserve the right to attach our sales documentation to our invoices.
KM BRANDS INC
2778 N Treaty Line Rd
Cambridge City, IN 47327
Effective from August 15, 2016