Terms of Service

Terms and Conditions of Delivery and Payment

1. General terms and conditions

1.1 The business relationship between us and the customer shall be subject to the following terms and conditions of delivery and payment only. We do not accept terms and conditions of the customer contradicting with or deviating from our general terms and conditions unless we have expressly agreed to their validity. Purchasing terms and conditions of the purchaser to the contrary or other terms and conditions in the urchaser’s acknowledgement hereby shall be deemed protested. All orders require our written confirmation. The purchasing agreement is entered only upon issuance of such confirmation, with the confirmation’s content being exclusively authoritative.

1.2 Verbal agreements or agreements made by telephone or by means of electronic communication systems are binding only if confirmed by us in writing subsequently. The same shall apply for supplementary agreements and undertakings of sellers/agents.

1.3 German law shall be deemed agreed for all of the business relationships in case of orders and deliveries between us and foreign customers regardless of their legal basis. In the event that German law is inapplicable, the relevant provisions and regulations of the European Union shall apply.

1.4 If one or several provisions hereunder are or become invalid or unenforceable for any reason whatsoever, validity of the other provisions shall remain unaffected.

2. Prices, payment conditions, right of retention

2.1 We reserve the right to increase the agreed prices appropriately if there are increases of the costs, including but not limited to material price increases, within four months as of entering the agreement. The customer is entitled to demand appropriate proof of such increase. This includes but is not limited to long-term master agreements as well as tender periods exceeding the usual length.

2.2 The general term of payment shall be 30 days net. In the event of payment within 15 days as of the invoice date we allow a discount of 2%. New customers cash before delivery, taking account of 2 % cash discount. Generally we reserve the right to invoice prepayment. Notes are accepted with a term of up to 90 days only. The customer shall check invoices and balance notifications for accuracy and completeness. Invoices shall be deemed accepted if they are not protested in writing within 30 days as of the invoice date. The customer shall fall into arrears when exceeding the agreed term of payment in accordance with art. 284, para. 3 BGB [German Civil Code]; in such event, we are entitled to charge a default interest of 8% above the applicable base lending rate of the ECB. We reserve the right of asserting further claims. In the event of the customer falling into arrears and in case of other serious signs of payment at risk we are entitled to demand immediate payment for deliveries already made and to demand advance payment or payment at delivery at our option for future deliveries subject to further claims. Any and all of our claims become due if the customer announces to be illiquid by submitting an application for insolvency or otherwise. We are entitled to cemand compensation for non-fulfilment if the customer does not make the payment within 10 days as of receipt of the reminder.

2.3 If the customer withdraws from the agreement (cancellation of order) without us giving him reason to do so or for reasons the other contract party is responsible for, the contract party undertakes to reimburse the costs already incurred and the lost profit with a lump sum of 25% of the contractual order value. The customer is entitled to provide evidence that costs and profit were not incurred or lost to such amount. Subsequently compensation shall be calculated for the proven amount only.

3. Delivery terms

3.1 Our services to our customers include complying with the confirmed delivery dates. Circumstances of Force Majeure hampering delivery in due time shall entitle the seller to postpone the delivery by the period of time the obstruction continues. Compensation for damages due to delayed delivery or impossibility of delivery may be made only if we are culpable of gross negligence at least.Agreement on fixed delivery terms must be confirmed by us in writing. The delivery term commences at sending of the order confirmation. However, prerequisites are comprehensive technical clarification with the customer, provision of documents by the customer, payment of agreed advance payments and fulfilment of other advance performance obligations.If we are prevented from fulfilling our obligation due to unforeseeable circumstances we could not avoid despite reasonable diligence, the delivery term shall be extended by the duration of the delay. If the delivery becomes impossible in part or in full due to such circumstances, we are released from the delivery obligation in part or in full and may withdraw from the agreement correspondingly.

3.2 Further prerequisites for compliance with agreed delivery dates shall be correct and timely supply of the deliverer by upstream suppliers if chosen by the deliverer using the diligence due in commercial business. Partial deliveries shall be possible. Unless agreed otherwise, deliveries from call orders shall be made within 4 weeks after call by the purchaser. If there is no call until expiration of the term, the deliverer may choose between fulfilment or cancellation of the contract after prior notice to the purchaser. Possible claims for compensation shall remain unaffected. The customer is obliged to immediately accept goods provided or delivered in due time. Furthermore, they shall ensure all conditions for handling of the order in due time required on their part. If the customer requests that goods prepared for delivery remain at their disposal, the issued invoice falls due immediately nevertheless. The goods then are stored for account of and at risk of the purchaser.

4. Excess or short delivery

In case of special designs, whether in shape or pattern, excess or short deliveries of 5 - 15% of the order volume are admissible.If the parties desire a different limitation, they shall agree on a special arrangement at the time of entering the agreement already. Deviations of dimensions, content, weight and colours conditional upon manufacturing are admissible to the extent customary in trade.

Tools, types, pattern templates required for the order and films produced shall be invoiced separately to the customer, i.e. separately from the order value, and title to such items shall pass to us despite the customer having borne the costs for them.

5. Reservation of title; extended reservation of title

The following agreed collaterals shall be granted to us for any and all claims by us towards the customer arising from the business relationship regardless of their legal reasons.The delivered goods shall remain our property until full payment of the purchase price and all claims of any kind whatsoever incurred in the whole business relationship.The title shall pass to the customer only when all notes or cheques delivered in payment, including all ancillary costs, have been paid. In case of payment by cheque, the date of encashment shall be authoritative, not the date of issuance. By payment by cheque/note, the payment shall be deemed made at encashment of the note or the last extension of the note, if applicable.

If the customer resells the goods, they shall be obliged to reserve title to the goods. The customer is not entitled to mortgage or to assign the goods by way of security. In the event of behaviour of the customer contrary to the agreement or in the event of default we are entitled to take back the goods, and the customer is obliged to surrender them. Asserting our reservation of title and seizing the goods does not imply withdrawal from the agreement unless the German Instalment Purchasing Act applies. The customer is entitled to resell the goods only within the scope of the usual course of business. They hereby assign to us all claims incurred by this by way of precaution and undertake to disclose to us the names of the garnishees and the amounts of the claims on request. If goods subject to reservation of title are sold by the customer alone or in combination with goods not delivered by the seller, the customer hereby assigns to the seller the claims incurred by the resale to the amount of the value of the goods subject to reservation of title by way of security; the seller shall accept the assignment. The value of the goods subject to reservation of title shall be the amount invoiced by the seller plus a guarantee mark-up of 35% (10% premium, 4% according to art. 171, para. 1 of the InsO [German Bankruptcy Code], 5% according to art. 171, para. 2 InsO and VAT as applicable) which shall be disregarded if conflicting with third-party rights.

The claim incurred by resale of our goods may not be assigned to third parties including banks. If the respective parts of the delivery are joined with other goods, the customer hereby assigns to us joint title to such new goods. The share of the joint title shall be determined by the ratio of the value of the delivered goods to the value of the new goods. The customer is obliged to insure unpaid goods against damages, including but not limited to fire, water and breaking. The customer undertakes to inform us about the respective insurer and assigns to us their claim towards the respective insurer for unpaid goods in lieu of performance.

If the above regulation of the reservation of title is not effective pursuant to the laws of the export country in case of export to another country or requires an amendment and/or has to be registered in order to be effective, the customer is obliged and we are entitled to enter a security agreement pursuant to the laws of the export country and to carry out the required registration. If the export customer falls into arrears, we are entitled to obtain control of the goods and to store them separately and outside of the customer’s premises. In case of disputes on the whereabouts of deliveries of goods subject to our reservation of title the customer hereby grants to us the right to inspect the goods in question together with them on their premises by way of security. The customer’s right to resell and use the goods subject to reservation of title and their authorization to collect assigned claims shall expire at cessation of payment, application for opening insolvency proceedings or extrajudicial settlement proceedings. The securities obtained for the seller shall also include such liabilities unilaterally established by the liquidator by way of the choice of satisfaction in case of insolvency. The purchaser shall bear the costs for return and check of the goods at receipt incurred by execution of the reservation of title.

6. Packaging

In the absence of special arrangements, the packaging shall be made at our discretion.

7. Shipping and passing of risks

Finished orders that are announced as ready for dispatch must be accepted. The risk for the delivery shall pass to the customer at shipping of the goods ex factory the latest or in case of collection by the customer at preparation for loading ex work. The type of shipping is decided by the deliverer. If the customer requires a certain type of shipping, possible additional costs in comparison with the type of shipping intended by the deliverer shall be borne by the customer.In the event of delivery by our vehicles or our commissioned carrier, the risk shall pass to the customer at delivery to them.The customer is responsible for insuring the delivery against insurable risks at their expense as of passing of risk.

The customer shall properly and immediately unload the goods by means of appropriate tools to be provided by the customer. If our employees or vicarious agents used by us for delivery to the customer are entrusted with unloading the goods at the customer’s behest, these persons shall be liable for gross negligence only.

8. Notices of defects

Warranty claims of the customer require that they have properly fulfilled their examination and notification obligations according to art. 377, 378 HGB [German Commercial Code]. Complaints shall be asserted within 8 working days as of discovery of the defect in writing, including a rejected piece. The right of complaint shall expire two months after receipt of the goods the latest. Defects of a part of the delivery do not entitle the customer to complaint about the complete delivery. If the customer continues using our goods, it is the customer’s responsibility to check such goods for possible hidden defects before continuing to use them; such hidden defects shall be notified to us.

Notices of defects not made in due time and form in case of obvious defects shall result in the customer losing their claims arising from such defects. We do not accept any liability for damages caused by inappropriate or improper storage and use both by the customer and third parties as well as by wear and tear or incorrect or negligent treatment unless culpably caused by us.We do not accept any liability for minor deviations in colour and modifications. We are also not liable for errors missed by the customer when checking manufacturing templates. In case of justified notifications of defects our liability is limited to subsequent improvement or replacement of the delivered item. The customer shall demand replacement or subsequent improvement within an appropriate term.Of the direct costs incurred by subsequent improvement or replacement, we shall bear our own costs for the subsequent improvement or the cost of replacement including shipping costs if the notification of defects is found to be justified. Claims for compensation of consequential losses are excluded unless the defects are evidently caused by wilful intent or gross negligence.

9. Withdrawal

We are entitled to withdraw from the agreement if credit information on the customer is unsatisfactory, if the customer is in default with the performance obligations incumbent on them or execution of the order may not be reasonably demanded and the customer may be held responsible for it.

10. Samples

Samples are handmade models we reserve the copyright to. Such samples may not be copied or made accessible to our competitors without our consent. Deviations of the delivery required due to technical manufacturing reasons may not be objected to.If the customer provides own templates and/or labels and/or trade mark and/or names, they shall guarantee to us their unlimited power of disposal of such items. They shall hold us harmless of any third-party claims. Labelling the packaging with symbols (e.g. “Green Dot” [label for waste disposal according to the EU Packaging and Packaging Waste Directive - 94/62/EC], ecolabels) is made by order of the customer. The seller is indemnified from indemnity claims arising from art. 24 WZG[German Trademark Act].

11. Liability

The customer assures and represents that they are the owner of the usage rights (including but not limited to trademark rights and copyrights) to the master drawings and/or types (if own product types are ordered) and have them at their free disposal in the agreed form. If the customer becomes aware that there are third-party rights on any components of the master drawings or types, they shall notify Böckling of such fact immediately. The customer hereby holds Böckling harmless of any claims of third parties in such context and shall reimburse the costs of legal counsel.

12. Place of performance and jurisdiction

The place of performance for deliveries and payments is Neudenau (district of Heilbronn). The exclusive place of jurisdiction for all disputes arising from the business relationship and all cheques or notes receivable shall be the deliverer’s domicile, that is, the Local and District Court of Heilbronn, if the customers are merchants, legal entities under public law and providers of special funds under public law.

The place of jurisdiction shall be the same if the customer has no general place of jurisdiction in Germany, relocates their domicile or usual place of residence into another country after entering the agreement or if their domicile or usual place of residence is unknown at the time of the action being commenced.

13. Privacy

Pursuant to art. 26 BDSG [German Data Protection Act], the customer hereby is informed that weare processing data as a resource for an automated process for our own purpose in order to fulfil our commercial duties within the scope of our business relations.

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