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| Main page » Terms and Condition |
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You can download our current Terms & Conditions as PDF: (Download agb.pdf)
All descriptions are non-binding. All prices quoted are exclusive of VAT. Please refer to the general delivery and payment terms and conditions below. We sell only to industrial, trade and commercial customers, not to private individuals. We would be happy to put any private individuals interested in contact with one of our dealers.
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| § 1 General – Area of Application |
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The following General Terms & Conditions apply to all business relationships between the company Jansen Display Deutschland GmbH, 50679 Cologne, Germany, referred to in the following as Seller, and the Customer. They apply in particular to all orders via our Internet portal or other means of re-mote communication (email, letter, fax, telephone etc.). The version in effect at the time the purchase contract is concluded shall be deemed valid.
- These Terms & Conditions make use of the following definitions:
Enterprise for the purposes of these Terms & Conditions is defined as a natural or legal person or incorporated partnership with which a business relationship is entered into and which is involved in commercial activities or self-employed.
Customer for the purposes of these Terms & Conditions is defined exclusively as an Enterprise.
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Any terms and conditions that vary from these, are counter to them or supplement them, even if these are known, are not part of the purchase contract unless their validity is expressly agreed to in writing.
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| § 2 Conclusion of Contract |
- The purchase conditions for our products are non-binding and subject to change at any time. The descriptions of products in our catalogue and on the Internet do not constitute an offer but rather a non-binding invitation for the Customer to place an order. The products are subject to technical and other changes in shape, colour or weight within a reasonable scope. The acceptance of an offer is deemed to represent the Customer’s binding consent to the conditions of purchase.
- By placing an order, the Customer declares his binding offer of a contract. We will confirm receipt of the Customer’s order without delay. Confirmation of receipt does not constitute a binding acceptance of the order. Confirmation of receipt of an order only constitutes acceptance of the order if we ex-pressly declare such acceptance. Taking an order by telephone does not constitute a binding accep-tance of the order on our part.
- We reserve the right to accept the offer of the contract the order represents within two weeks. In the case of products ordered electronically, we are entitled to accept the order within three workdays after receipt. We are also entitled to refuse to accept the order – for example after checking the Customer’s credit rating.
- The conclusion of a purchase contract is made with the proviso that we may not be able to fulfil the order if we ourselves are not supplied correctly, in time or in accordance with our agreement with the supplier. This applies only in cases where we ourselves are not responsible for non-delivery.
When items ordered are not available or only partially available, the Seller will notify the Customer without delay. Any payments already made will be reimbursed to the Customer without delay.
- We are entitled to make partial deliveries insofar as the type and use of the product permits it. This also applies to the delivery of products that do not necessarily belong together.
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| § 3 Reservation of Title |
- The Seller shall reserve title to the delivery items until the fulfilment of all payments by the Customer stemming from their business relationship.
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The Customer is entitled to process or remodel the delivery item (“processing“). As long as the Seller still owns the title to the item, such processing is carried out on behalf of the Seller. Should the item increase in value as the result of such processing, the Seller shall become co-owner of the new product in proportion to the value (gross invoice value) resulting from the ratio of the processed deliv-ery item to the value of the rest of the processed goods at the moment of processing. Should the Seller not acquire any ownership of the new goods in accordance with the above, Seller and Customer agree that the Customer will give the Seller a share in the ownership of the new goods in proportion to the value (gross invoice value) of the delivery item belonging to the Seller to the value of the rest of the processed goods at the moment of processing. The foregoing sentence also applies in case of the inextricable mixing or combination of the delivery item with goods that do not belong to the Seller. Should the Seller achieve such ownership or co-ownership pursuant to § 3 No. 2 (Reservation of Ti-tle), the Customer shall keep the new goods in safekeeping with the diligence of a prudent business-man.
- Should the delivery item or new goods be sold, the Customer shall then cede all claims for the re-sale in favour of the purchaser with all ancillary rights as a precaution without the need for additional special declarations. This transfer of rights also includes any current payment balance claims. How-ever, the transfer is valid only up to the amount corresponding to the price of the delivery item invoiced by the Seller. Meeting the claims assigned to the Seller must be the top priority.
- Until this right is revoked, the Customer is authorised to collect the receivables ceded in accordance with § 3 (Reservation of Title). The Customer shall immediately transfer to the Seller all payments effected to the assigned accounts up to the amount of the secured receivable. In case of a substantial reason, in particular in the event of payment default, suspension of payments, opening of insolvency proceedings, bill protest or justified evidence of overextension or imminent inability on the part of the Customer to pay, the Seller is entitled to revoke the Customer’s authority to collect payment. In addi-tion, after previous warning and observance of an adequate notice period, the Seller is entitled to dis-close the assignment of the security and to make use of the assigned receivables as well as to de-mand that the Customer disclose the assignment of the security to his buyer.
- If a legitimate interest can be demonstrated, the Customer must provide the Seller with the neces-sary information to assert his rights vis-à-vis the buyer and must furnish the required documents.
- During the period of reservation of title, the Customer is forbidden to pledge the delivery item or to use it as collateral. The Customer must immediately notify the Seller of any pledges, confiscations or other disposals or interventions by third parties. Resale of the item or new goods is only permitted to resellers in an ordinary transaction and only under the condition that the equivalent value of the deliv-ery item will be paid to the Customer. The Customer must also have an agreement with his buyer that the latter will acquire ownership of the item only after payment.
- Should the liquidation value of all security interests to which the Seller is entitled exceed the amount of all assured claims by more than 10%, the Seller will release an appropriate portion of the security interests at the request of the Customer. It shall be assumed that the conditions in the previous sen-tence are met when the estimated value of the securities owed to the Seller reach or exceed 150% of the value of the assured claims. The Seller is entitled to choose among various security interests.
- Should the Customer breach any contractual duties, in particular should he default on payment, the Seller is entitled to demand the surrender of the delivery item or new goods without notice and/or – if necessary after a deadline has been set – to withdraw from the contract; the Customer is obliged to surrender the item. The demand that the delivery item/new goods be surrendered does not constitute a notice of withdrawal by the Seller, unless this is explicitly declared.
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§ 4 Payment Terms
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- The prices offered are non-binding and subject to change. Prices indicated do not include statutory value-added tax – this applies in particular to the prices in the Internet portals.
- The mail-order prices do not include shipping & handling charges. If the Customer does not request a specific shipping method, the Seller shall choose the method at his own discretion. The Seller has no obligation to insure the shipment.
- The Customer can make payment by COD, direct debit, credit card or bank transfer. We grant a 2% discount for advance payments via bank transfer. We reserve the right to refuse acceptance of some methods of payment. Any deductions taken from the invoice without legal basis and without our con-sent, e.g. taking a excessive discount or taking a discount outside the discount period, remain payable as open items and will be collected. For an order value of less than €30.00 a small-volume surcharge of €6.50 will be assessed.
- The amount due must be paid in full at the latest 30 days following the invoice date. The Customer is already considered in arrears one day after the payment due date, without the need for an explicit declaration. In the case of existing defects in the delivery item, the Customer does not have a right of retention unless the delivery is obviously faulty or the Customer is obviously entitled to decline accep-tance. In this case, the Customer is authorised to withhold payment as long as the retained amount is proportionate to the defects and the expected cost of the subsequent fulfilment (especially repair of such defects). The Customer is not entitled to assert claims and rights due to defects if he has not made the payments due and when the amount due (including any payments made) is in appropriate proportion to the value of the – defective – delivery item.
- Arrears fees will be charged to the Customer at €5.00 per payment reminder.
- The Customer has the right to offset payment only when his counter-claims have been legally rec-ognised or recognised by us.
- In the case of payment default, the Seller is entitled to demand interest on arrears in the amount of 8 percentage points over the basic interest rate (Section 247 BGB – German Civil Code). The Seller is permitted to bring evidence that damages at a higher rate have been incurred.
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§ 5 Delivery/Returns
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- Goods are delivered ex warehouse. Insofar as no fixed date has been agreed, the delivery dates indicated by the Seller are approximate. Delivery will be made as quickly as possible, at the latest one week before and four weeks after the agreed date.
- The delivery period begins as soon as all technical details with regard to the ordered items have been clarified in a binding manner between the Seller and the Customer. If the Customer’s coopera-tion is required, e.g. in providing artwork, the approximate delivery date is postponed by then amount of time it takes for the Customer to meet his obligation. Decisive here is the deadline set by the Seller for the fulfilment of the duty of cooperation.
- Voluminous or bulky products are in some cases shipped in pieces for easier and less expensive handling. These products are however quick and easy to assemble. Items marked "Freight paid to ground floor" will be delivered past the first lockable door on the ground floor without being carried up any stairs. We cannot provide overnight service for these items.
- Returns without our prior written consent will not be accepted, and any costs will be charged to the sender. For additional handling required due to a mistake by the Customer, e.g. when the wrong items have been ordered, we charge 10% of the value of the goods as processing fee.
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§ 6 Transfer of Risk
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Delivery is ex warehouse. The costs of packaging and shipping are charged to the Customer. The risk is transferred to the Customer at the moment the goods have been passed on to the forwarding agent, but at the latest when they leave the plant or the warehouse. If the Customer is delayed in accepting the goods, they will nonetheless be deemed as having been transferred. If the Customer is responsi-ble for delaying the shipment, the risk passes to the Customer at the moment notice of readiness to accept delivery is given.
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§ 7 Warranty/Liability
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Warranty claims do not exist in the case of negligible deviations from the agreed product properties or if usability is only insignificantly affected.
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The Customer may only assert warranty claims due to material defects is he has properly fulfilled his obligations to inspection, notification and rejection pursuant to Sections 377 and 378 of the Ger-man Commercial Code (HGB). The Customer must also observe his obligations with regard to possi-ble complaints vis-à-vis the forwarding agent. If the goods or packaging arrive in a damaged condition, the Customer must have the forwarding agent confirm this in writing and then send this confirmation to the Seller without delay.
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The Seller always has the choice of whether to remedy a defect or to deliver a new product. The Customer must request any subsequent fulfilment in writing. The Seller must be given a period of 2 weeks to perform such fulfilment, except for the case of a customised product. In this case, the rem-edy will be supplied within the originally agreed delivery period. If defects in a delivery item are to be remedied, the remedy is only to be considered failed after the second unsuccessful attempt. If a rem-edy is unsuccessful, the Customer has the right to reduce payment or to choose to withdraw from the contract. This shall not affect the legal periods for recourse action. The application of Sections 478 and 479 of the German Civil Code (BGB) regarding an Enterprise’s right to recourse likewise remain unaf-fected. Also unaffected is the Customer’s right to claim damages in accordance with the following pro-visions. Defective goods are to be returned before a replacement is sent, unless the Seller renounces this right in writing
- The Seller is liable for intentional or gross negligence by itself or its vicarious agents or subcontrac-tors, as well as for ordinary negligence to the extent provided in the law in cases of injury to life, limb or health. In cases of gross negligence, the Seller’s liability is limited to the contractually typical and reasonably foreseeable losses: otherwise, the Seller is only liable in accordance with the Product Li-ability Act: for intentional infringement of key contractual obligations; to the extent that the Seller has maliciously concealed the defect or has provided a guarantee of the properties of the delivery item. The claim for damages for the infringement of key contractual duties is however limited to the contrac-tually typical and reasonably foreseeable losses if one of the exceptions cited in sentences 1 or 3 of this section is not simultaneously the case.
The provisions of the foregoing section apply for all damage claims (in particular to compensation in addition to performance and in lieu of performance), regardless of the legal foundation, in particular due to defects, the infringement of contractual obligations or a civil offence. They also apply to the right to reimbursement of useless expenditures.
The above provisions do not entail a reversal of the burden of proof detrimental to the Customer.
We assume liability only for our own content on the website of our online shop. Where we enable ac-cess to other websites via links, we assume no responsibility for the content of such websites. We do not adopt the contents of other websites as our own. Should any unlawful content on external web-sites come to our attention, we will block access to such sites without delay.
- The expenditures entailed by subsequent fulfilment are borne by the Customer if they are higher due to the necessity to deliver items to a different location than the premises of the Customer, unless this transfer is necessary for their proper use. The application of Section 478 of the German Civil Code (BGB) regarding an Enterprise’s right to recourse remains unaffected. Regardless of other claims against the Seller, in the case of an unjustified notice of defect the Customer must reimburse the Seller for any expenditures incurred for inspection and – if demanded – for remedying the defect.
- Warranty claims – no matter for what reason – expire 12 months after delivery, except for in cases covered in Section 438 Art. 1 No. 1, Section 438 Art. 1 No. 2, Section 479 Art. 1 or Section 634 a Art. 1 No. 2 of the German Civil Code (BGB). These cases are subject to a period of limitation of three years.
The above periods of limitation also apply to all warranty claims against the Seller related to the defect – regardless of the legal basis for the claim. For warranty claims of any kind against the Seller that are not connected with a defect, the period of limitation in Sentence 1 of the above paragraph shall apply.
The periods of limitation are subject however to the following stipulations:
a) The periods of limitation do not apply in general to cases of wilful intent or malicious conceal-ment of a defect or if the Seller has guaranteed the properties of a delivery item.
b) Nor do the periods of limitation apply for damage claims due to grossly negligent infringement of obligations [in the case of intentional violation of key contractual duties – but not in the delivery of defective goods or provision of faulty work performance], in the case of an intentionally caused injury to life, limb or health or for claims in accordance with the Product Liability Act. The periods of limitation for damage claims also apply to the reimbursement of useless expenditures.
The period of limitation for all claims begins with delivery.
- The Customer bears the full burden of proof for all prerequisites for claims, in particular for proving the defect itself, for the time at which the defect is established and for giving notice of the defect in due time. The Enterprise must have the forwarding agent confirm in writing any obvious damage to the packaging or any incomplete deliveries.
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The warranty does not cover natural wear and tear or improper or negligent use of the goods. Nor does it cover effects on the goods that are under the control of the Customer and which do not corre-spond to the usual use of the goods as directed.
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We do not provide our Customers with any guarantees in a legal sense. Manufacturers’ guarantees are not affected.
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§ 8 Custom Designs
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In the case of custom designs according to Customer specifications, the Customer is not entitled to object to over- or underdeliveries of up to 10 percent of the ordered quantity. In the case of Enterprises we reserve the right to invoice the actually delivered quantity.
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§ 9 Print Products
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The Customer has the duty to inspect preliminary and intermediate products sent for his correction.
As soon as the Customer declares such products to be print-ready, he also assumes the risk as long as the defects did not occur in the processing step following the declaration of print-readiness, or in cases where they could not have been recognised until then. The same applies for all other release declarations by the Customer for further production.
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In colour reproductions in all printing procedures minimal colour deviations from the original are possible and are not grounds for objection. This also applies to the comparison between proof and production print.
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The Customer is not entitled to object to over- or underdeliveries of up to 10 percent of the ordered quantity. The actual quantity delivered will be invoiced.
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§ 10 Copyright
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Upon request, the Seller provides photographs, drawings, texts and descriptions of its products for publication in catalogues, brochures, webshops etc. The rights to all of these photographs, drawings, texts and descriptions remain the property of the Seller. The usage rights apply only for the duration of the contractual relationship. The use of such photographs, drawings, texts and descriptions without written consent by the Seller is an infringement of copyright.
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§ 11 Data Protection
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With our “Data Protection Information“ we inform our Customer of:
– the kind, extent, duration and purpose of the recording, processing and use of the personal data required to execute and invoice orders,
– his right to refuse the creation and use of an anonymised user profile for the purposes of advertising, market research and the needs-based design of our offer,
– the handing over of data to our agents, who are obligated to observe the statutory data protection provisions, for the purposes and the duration of credit checks and shipping of goods,
– the right to free information on the personal data we have stored on him,
– the right to correct, delete and block the personal data we have stored on him.
- The recording, processing and use of personal data for marketing purposes require the Customer’s consent. The Customer has the possibility of giving such consent before declaring his order. The Cus-tomer has the right to revoke such consent at any time for future effect (see “Consent under Data Pro-tection Law“).
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§ 12 Place of Fulfilment and Jurisdiction
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- The laws of the Federal Republic of Germany shall apply. The provisions of the UN Purchasing Convention do not apply.
- The place of fulfilment for all obligations arising from this contractual relationship (deliveries, ser-vices, payments) is Cologne. The sole place of jurisdiction for all disputes arising from this contractual relationship is Cologne. The same applies when the Customer does not have a general place of juris-diction in Germany or when his domicile or usual place of residence at the time proceedings are brought is unknown.
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§ 13 Miscellaneous
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- Should any provisions of the purchase contract with the Customer, including these Terms & Condi-tions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provi-sions. The provision that is invalid in whole or in part shall be replaced with one that approximates its economic intent as closely as possible.
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