General terms and conditions
Seebacher prints
1. the scope of application
- For the legal relationship between the contractor and the client, who is not a consumer within the meaning of the KSchGthese General Terms and Conditions (AGB) apply. The GTCs shall also apply from the time of the first contract for all future contracts and contract initiations with the contractor. The Contractor does not need to make any additional reference to its exclusive willingness to contract on the basis of these General Terms and Conditions.
- Provisions in the General Terms and Conditions of the Customer that contradict the General Terms and Conditions of the Contractor shall not apply. This also applies in the event that the contractor does not explicitly contradict the general terms and conditions of the client. Deviations from these GTC are only effective if the contractor confirms them in writing. Counter-confirmations of the customer with reference to his terms and conditions of business and purchase are expressly contradicted.
- Should individual provisions of these General Terms and Conditions be invalid, the validity of the remaining provisions and the contracts concluded on the basis thereof shall remain unaffected.
- These general terms and conditions apply analogously to the contractor's online shop.
These general terms and conditions apply analogously to the contractor's online shop.
- The confirmation of receipt of an order from the client does not constitute acceptance. A contract shall only be concluded with binding effect if the Contractor, after receiving the order, sends the goods or a confirmation of dispatch or sends a letter of acceptance and this has come to the attention of the Client. If the Contractor revokes a letter of acceptance before the Customer becomes aware of it, the contract shall be deemed not to have been concluded.
- If the Contractor is requested by the Client to submit an offer, the Agreement shall be deemed concluded upon acceptance of the offer by the Client.
- Any change, deviation or addition to a concluded contract requires the written consent of the contractor.
- Electronic contract declarations shall be deemed to have been received by the customer on the day following their dispatch by the contractor.
- Minor deviations between the acceptance letter of the contractor and the order of the client must be notified by the client within two working days (Saturday not a working day) after receipt of the acceptance letter. Otherwise, the contract shall be deemed to have been concluded in accordance with the letter of acceptance.
- Production-related excess and short deliveries customary in the industry are permitted up to 5 % for less complex orders, up to 10 % for medium and highly complex orders and increase or reduce the agreed net price. The "Technical Guidelines for the Printing Industry in Austria" issued by the Austrian Printing & Media Technology Association (Verband Druck & Medientechnik) in accordance with § 14 of these General Terms and Conditions of Business shall apply to the classification of an order.
- The prices quoted by the contractor are EURO amounts and apply subject to the reservation that the order data remain unchanged. All prices are exclusive of value added tax and exclusive of the ARA surcharge.
- The contractor's prices are ex works. They do not include freight, postage, insurance and other shipping costs. The prices only include simple packaging (wrapping); should the customer require special packaging or be necessary due to the goods, this will be invoiced separately.
- If individual costs (films, plates, data carriers, paper, cardboard, bookbinding material etc.), wage costs or other costs underlying the order or relevant for the determination of the total invoice amount increase for reasons beyond the Contractor's control, these increases may be passed on to the Client even after the contract has been concluded or the total invoice amount may be recalculated on the basis of these changed costs. Such further charging is only permissible if the increases are in an appropriate proportion to the total invoice amount. Additional costs due to circumstances which are attributable to the sphere of the Customer may be passed on by the Contractor irrespective of the amount of such costs.
- If an order is based on a cost estimate, this is not guaranteed unless expressly agreed otherwise. The working time required for the preparation of a cost estimate will be charged to the client. Cost overruns in the case of a cost estimate with guarantee shall be borne by the contractor. Cost overruns in the case of a cost estimate without guarantee may be passed on to the Customer to the extent of up to 15% of the cost estimate without the Customer's consent. The Contractor shall inform the Customer of any cost overrun of a cost estimate.
- Any individual prices shown shall only apply if the entire scope of delivery or service is ordered.
- Subsequent changes, deviations or additions, which the contractor has agreed to in writing, will be invoiced separately.
- No legal claim can be derived from obviously incorrect information in the online shop regarding price, quantity and quality of the goods.
3. issuing an invoice
- The Contractor shall invoice its deliveries and services in full on the day on which it delivers (even partially), holds ready for the Client or stores them. In case of partial deliveries, the contractor is entitled to invoice proportionally.
4. payment
- Unless expressly agreed otherwise, payment (net price plus value added tax, ARA surcharge, shipping costs and other price components) must be made within 30 calendar days of the invoice date without deduction. If payment is made within 8 days of the invoice date, the contractor shall grant a 2% discount on the net price. The prerequisite for the granting of a discount is the complete payment of all (also earlier) not (fully) settled invoices. An unjustified discount deduction by the customer will be invoiced plus a lump-sum handling charge of EUR 25 excl.
- In the case of invoices with a payment term of more than 30 days, the sales tax is to be paid immediately after receipt of the invoice.
- The timeliness of payment depends on the availability of the invoice amount in the account named by the contractor.
- If a down payment has been agreed, the contractor is not obliged to execute the order before the down payment has been made. § 7 paragraph 3 of these terms and conditions are to be observed.
- In case of order interruptions caused by the client, which last longer than 2 weeks, an interim invoice will be issued. If the order is cancelled by mutual agreement, an invoice will be issued pro rata to the originally agreed total price, which will be agreed between the parties. In the event of cancellation by the client, the contractor is entitled to invoice the full invoice amount. However, the Contractor must allow for the crediting of everything that he has saved or otherwise earned through the cancellation.
- The contractor is entitled at any time and without the consent of the customer to assign claims against the customer and/or have them collected by third parties.
5. late payment and missed deadlines
- If the customer is in default of payment, the contractor may
- insist on performance of the contract (= payment of the purchase price), or
- withdraw from the contract by setting a reasonable period of grace and demand compensation for the damage from the customer, or
- demand immediate payment of all invoice amounts, including those not yet due, if the customer is more than 6 weeks in arrears with payments and has already received a reminder with a grace period of 2 weeks.
- At the time of the opening of insolvency proceedings against the Client, the Contractor may declare all outstanding payment amounts due immediately.
- The Contractor may suspend the execution of the order as long as the Client is in default pursuant to paragraph 1. § 7 paragraph 3 of these terms and conditions applies accordingly. In addition, the client can make the further execution of the order dependent on advance payments.
- In the event of default of payment, interest on arrears shall be due at a rate of 9.2% p.a. above the base rate applicable on the first day of default. If the client is not at fault for the delay in payment (the burden of proof for this lies with the client), default interest in the amount of 4.0 % p.a. above the base interest rate applicable on the first day of the delay in payment will be charged. The burden of proof for this shall be borne by the client. In both cases, the Contractor retains the possibility of asserting further damages caused by default.
- Furthermore, the customer undertakes to reimburse the contractor for the reminder and collection expenses incurred by the contractor, insofar as they were useful for appropriate legal prosecution.
6. right of retention/set-off
- The contractor is entitled to a right of retention in accordance with § 369 UGB (Austrian Commercial Code) on all objects brought in by the client (e.g. templates, slides, printing blocks, films, etc.) as long as the claims arising from the contract have not been completely fulfilled by the client.
- The client is not entitled to offset with counterclaims which have not been expressly recognised by the contractor or which have not been legally established.
7. production and delivery time
- The production and delivery time depends on the goods and the order volume. If deadlines were mentioned in the acceptance letter or in the dispatch confirmation according to § 2, these are to be understood as approximate dates. Fixed dates must be expressly agreed between the parties in writing.
- In the absence of an agreement to the contrary, the delivery period begins at the latest of the following points in time:
- Date of receipt of the letter of acceptance by the principal,
- the date of fulfilment of all obligations necessary for the start of the contract and incumbent on the client, or
- Date on which the contractor receives an agreed down payment.
- If compliance with the delivery period is dependent on the cooperation of the Client (e.g. provision of defect-free data, working documents, checking of interim results, etc.) and the Client does not fulfil his obligations, the Contractor shall no longer be bound by the delivery periods. In particular, the contractor is not liable for any damage caused by delay.
8. delivery/transfer of risk
- Deliveries are made ex works of the contractor at the expense and risk of the customer. The transfer of risk takes place when the goods are handed over to the person carrying out the transport. Transport insurance shall only be taken out at the express request of the Customer and shall be charged to the Customer.
- If the client wishes a later delivery than originally agreed, the contractor is no longer liable for accidental loss and negligently caused damage to the goods from the original delivery date.
9. delay in delivery
- In the event of a delay in delivery by the contractor, the client must set the contractor a reasonable extension of time. If the Contractor does not comply with the delivery within this grace period, the Client may withdraw from the contract in writing by setting a new grace period.
- In case of force majeure or other unforeseeable and extraordinary circumstances (e.g. interruption of operations, strike, official intervention, environmental disaster, etc.), the contractor is released from the obligation to perform until the resumption of normal business operations and delivery periods and deadlines are extended accordingly. The same shall apply as long as the contractor's suppliers and subcontractors are prevented from rendering their services due to the above-mentioned circumstances, in which case the resumption of their business operations shall be decisive.
- If it is unreasonable for the contractor to maintain the contract due to circumstances according to paragraph 2, the contractor may withdraw from the contract. If a delay in accordance with para. 2 lasts at least 2 months, the Client is entitled to withdraw from the contract. In both cases, both parties shall perform their services proportionately. The Contractor is obliged to deliver the goods produced up to that point, the Client is obliged to pay for them on a pro rata basis in accordance with the originally agreed invoice amount.
- In the case of partial deliveries, the customer can only withdraw with regard to the parts still outstanding, as long as the item cannot only fulfil the purpose of the overall contract.
- The Contractor may only assert his rights under subsection 3 if he has informed the Client immediately of the circumstances referred to in subsection 2.
10. default of acceptance
- The customer is obliged to accept the goods sent or made available for collection without delay. In the event of default of acceptance, the customer shall bear the risk of accidental loss and for negligent damage to the goods by the contractor or third parties.
- In case of default of acceptance, the contractor is entitled to store the goods himself or with a forwarding agent at the customer's expense.
11. corrections before the declaration of readiness for printing ("Good for printing"/ changes)
- Before printing begins, the print result is simulated free of charge using suitable methods (e.g. correction PDF, test print). At the express request of the client, a proof print or press proof will be produced for a fee. However, the Contractor shall be entitled to produce a proof print or press proof at its own expense even without the Client's request.
- The client is obliged to approve the simulated print result before the start of production (declaration of readiness for printing or "Gut zum Druck"). The Contractor may set the Client a reasonable deadline for testing the simulated print results, after which the declaration of readiness for printing shall be deemed to have been issued. From the time of the declaration of readiness for printing, the Contractor shall only be liable for defects resulting from production steps after the declaration of readiness for printing. The same applies if comparable declarations of approval are issued during the production process. The contractor is not liable for damages resulting from a delayed declaration of readiness for printing by the customer.
- Up to the time of the declaration of readiness for printing ("Good for printing"), typesetting, printing or other errors will be corrected by the contractor free of charge if they are the fault of the contractor. Other corrections will be charged to the client according to the time spent.
- The contractor is not obliged to cheque the order data or the simulated print result. The only exceptions to this are obvious errors which are immediately recognisable without closer examination (e.g. typing errors in the heading on the cover sheet). If one party discovers an error, it must immediately notify the other party to the contract.
12. notice of defects/warranty
- According to § 377 UGB, the customer is obliged to check the goods for possible defects immediately after receipt. The contractor must be informed immediately in writing of any defects. Defects of a part of the delivery do not entitle the customer to complain about the whole delivery. If the customer violates his obligation to make a complaint, he can no longer assert his claims for warranty, compensation for damages due to the defect itself or due to an error regarding the faultlessness of the goods.
- The contractor reserves the right to inspect defects notified by the client himself or by an expert.
- Hidden defects must be reported in writing immediately after discovery, but at the latest within three months of receipt of the goods, otherwise the claim is lost.
- The warranty period for movable goods is three months. The presumption period according to § 924 ABGB is excluded. The existence of a defect at the time of delivery shall be proved by the customer. The right of recourse according to § 933b ABGB expires two years after the service provision by the contractor.
- The warranty period for movable goods is three months. The presumption period according to § 924 ABGB is excluded. The existence of a defect at the time of delivery shall be proved by the customer. The right of recourse according to § 933b ABGB expires two years after the service provision by the contractor.
- The liability of the contractor for consequential damages is excluded, unless the contractor or his vicarious agents or assistants can be accused of gross negligence or intent. Gross negligence must be proven by the client.
- If the order is for contract processing work or the further processing of printed products, the contractor shall not be liable for any damage to the printed products caused thereby, unless the contractor or his vicarious agents act with gross negligence. Gross negligence must be proven by the client.
- If the client asserts warranty claims, the client is not entitled to withhold his performance.
- In the case of partial delivery, these provisions shall apply to the delivered part in each case. Defects in one part of the delivered goods do not entitle the customer to complain about the entire delivery.
- Within manufacturing tolerances customary in the industry (e.g. paper weight, final format, colour) in accordance with § 14 of these General Terms and Conditions, the customer cannot assert claims for warranty, compensation for damages due to the defect itself or due to an error regarding the faultlessness of the goods.
13. limitation of liability
- Claims for damages are excluded, unless the damage was caused by intentional or grossly negligent actions of the contractor or his vicarious agents or assistants. The existence of gross negligence must be proven by the client.
- Claims for damages by the client are limited to the amount of the order value.
- Liability for loss of profit is excluded.
- The previous paragraphs shall also apply to claims for damages arising from pre-contractual obligations.
- The client cannot derive any claims for damages from deviations customary in the industry in accordance with § 14 of these GTC.
14. manufacturing tolerances/data transmission by the client
- The regular publications of the Verband Druck & Medientechnik are "Technical Guidelines for the Printing Industry in Austria" become part of the contract in the version valid at the time of the respective conclusion of the contract. On the one hand, the guidelines define the requirements for the data to be transmitted by the client as well as the customary manufacturing tolerances with regard to paper weight, final format, colour, etc. Within manufacturing tolerances customary in the industry, the client cannot assert any claims under warranty, compensation for damages or error.
- If the contractor does not comply with his obligations in accordance with the Technical Guidelines for the Printing Industry in Austria, the additional costs incurred by the contractor shall be borne by the customer and the contractor shall not be liable for any damage resulting from delay.
15. intermediates
Intermediate products and products (e.g. films, plates, punches) remain the property of the contractor. They shall not be handed over for use. The parties to the contract are free to expressly agree otherwise.
16. reservation of ownership
- The delivered goods remain the property of the contractor until full payment has been made and may not be pledged or transferred by way of security and, except in the case of paragraph 2, may not be resold.
- The client is entitled to resell the delivered goods to third parties if he simultaneously assigns the resulting claims against the third party to the contractor. The Customer shall inform the third party that the Contractor is entitled to collect and shall, on the other hand, inform the Contractor that a claim has been assigned to the Contractor. If the assignment is made by means of a book entry in the books of the Customer, the Contractor must also be informed of this immediately.
- If the contractor incurs costs when collecting a claim assigned to him against the third party, these costs shall be reimbursed by the customer up to 100% of the amount of the assigned claim.
17. excess security and release obligation
If the securities provided to the Contractor exceed the value of the underlying claims by more than 200%, the Contractor shall release the excess portion at the written request of the Customer, unless this is impossible due to the security provided (e.g. in case of indivisibility of a pledge).
18. reference denominations/overlapping
The contractor is entitled to produce reference products for orders and to present these to potential customers.
19. Legal notice
The Customer shall provide the Contractor with the information required for the creation of an imprint in accordance with § 24 of the Media Act. Only when all information is available can the contractor start production. § 7 paragraph 3 of these conditions applies accordingly.
20. copyright
- Insofar as the contractor himself is the owner of the copyright and ancillary copyright rights of use of the delivered products or parts thereof, the customer shall only acquire the non-exclusive right to distribute the delivered products upon acceptance of the delivery. Otherwise, the rights of use, in particular the right of reproduction, shall remain with the contractor.
- The contractor is not obliged to check whether the client has the right to copy the templates of whatever kind, to process them according to the order, to change them or to use them in any other way in the intended way. The client guarantees and must ensure that all authorizations are available to carry out the order.
- If fonts or application software are provided by the client in order to be able to further process the data supplied by him, the client assures the contractor that he is entitled to this transfer of use. The contractor is not obliged to check the data.
- The customer is obliged to indemnify and hold harmless the contractor against all claims raised by third parties due to infringements of copyrights, ancillary copyrights, other industrial property rights, personal rights and claims under competition law due to the content of the printed products.
21. name and brand imprint
The contractor is entitled to affix his company name, his company logo or other designations referring to the contractor to the printed products.
22. data protection/order data processing
If the Contractor processes personal data within the scope of an order, the following provisions on commissioned data processing pursuant to Art 28 DSGVO shall be deemed agreed between the Contractor and the Client.
- The contractor processes the personal data transmitted by the client exclusively for the purpose of fulfilling the contract between the contractor and the client for the production of printed products. Any further processing of the data is excluded.
- The processing concerns the personal data contained in the order data, templates and other information provided by the client, such as names, addresses, dates of birth, e-mail addresses, IP addresses, bank data, vehicle registration numbers, interests, preferences and photos of persons. The personal data to be processed as well as the persons concerned are determined by the respective contract between the contractor and the client for the production of printed products.
- The order data processing ends with the fulfilment of the respective contract between the contractor and the client.
- As processor, the Contractor carries out the processing of personal data exclusively within the EU/EEA.
- The Contractor undertakes to process personal data exclusively on the basis of instructions of the Client documented by the Contractor, the contract concluded in each case or on the basis of a legal obligation and to comply with all data protection regulations. The Contractor shall support the Customer in the best possible way in safeguarding the rights of the persons concerned as defined in Chapter III of the DSGVO.
- If the Contractor considers an instruction of the Client to be illegal, it must inform the Client of this in writing without delay. Until such time as the instruction is confirmed or amended, the Contractor shall suspend order processing/execution of the order. Obviously unlawful instructions need not be followed.
- After the end of the processing and at the request of the Client, the Contractor shall delete the personal data in its possession, unless it is required by law to retain them. If the Customer so requests, the personal data shall be returned to him.
- The contractor is obliged to treat confidentially the personal data and information disclosed to him or transmitted to him or otherwise made available to him. The processing results are also covered by this obligation of confidentiality.
- The Contractor shall oblige all persons attributable to him who are involved in the processing of personal data to maintain confidentiality, unless they are already subject to a statutory duty of confidentiality. The obligation of confidentiality or secrecy shall continue to apply even after the termination of the activity for the contractor.
- The Contractor shall oblige all persons entrusted with the processing of personal data to transmit such data only on the basis of orders, unless such an obligation already exists by law. In addition, the Contractor shall instruct its employees about the transfer orders applicable to them and about the consequences of a breach of data secrecy.
- The contractor must take appropriate technical and organisational measures to ensure an adequate level of data protection.
- In particular, the contractor must implement the following technical and organisational measures:
- Control of access to data processing systems, e.g. through regulated key management;
- Control of access to data processing systems e.g. by passwords, automatic blocking mechanisms or logging of user logins;
- Control of access to data within the system, e.g. through standard authorization profiles on a "need to know" basis or logging of accesses;
- Classification of data as secret, confidential, internal or public;
- Protective measures to prevent the destruction or loss of personal data, e.g. by storing it in safes or security cabinets, storage networks, software and hardware protection
- Protection against unauthorized reading, copying, modification or removal during data transmission, e.g. through encryption, content filter for incoming and outgoing data
- Checking whether and by whom personal data have been entered, changed or deleted in data processing systems, e.g. by logging, regulation of access authorisations;
- Separation of data processing for different purposes e.g. by using separate databases, client separation, separation of client servers.
- In the course of its activities, the contractor may subcontract to subcontractors on the basis of a contract. The sub-contractor shall be subject to the same obligations as the contractor under these general terms and conditions.
- The Contractor shall assist the Client in fulfilling the obligations set out in Articles 32 to 36 DSGVO.
- The Contractor undertakes to inform the Client of all details required to prove compliance with the obligations under Art. 28 DSGVO.
23. written form clause
All changes and amendments to these General Terms and Conditions must be made in writing to be valid. Oral agreements, e.g. by employees of the contractor, shall not have any legal effect unless they have been confirmed in writing by the contractor.
24. applicable law, right of performance, jurisdiction, miscellaneous
- Austrian law shall apply to the exclusion of the UN Sales Convention.
- The place of performance for delivery and payment is the registered office of the contractor.
- For legal actions against the Client, the place of jurisdiction shall be either the Contractor's place of jurisdiction or the Client's general place of jurisdiction, at the Contractor's discretion. For legal actions against the contractor, the general place of jurisdiction of the contractor is agreed exclusively.