standard terms and conditions
including terms of delivery

STC

The execution of contracts and orders takes exclusively place to the following conditions. Different regulations require written form. Contradictory terms of purchase or general terms of the customer have no validity, as long as we have not utterly agreed on them in written form. The »special terms and conditions for the draft, graphics, layout, web-design, screen-design and printing orders« are a part of our "standard terms and conditions", specialized for the according contracts.

  1. Order

    2. Orders are seen as accepted, if either
    1. an individual confirmation of an order is given, or
    2. a delivery has been sent to the customer, or 
    3. the invoice has been sent to the customer. The orders are executed to the prices, which were valid at the receipt of the order.

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  2. Delivery

    3. The delivery takes place at the expense and the risk of the customer. It is to be veryfied for its accordance with the regulations immediately after the receipt. In principle, the delivery takes place according to firm buy. For the delivery on commission, individual agreements are necessary.
     
  3. Complaint

    4. Complaints have to be communicated in written form to the publishing house immediately after the receipt of the delivery. The publishing house reserves the right for itself to recognize and to entitle the complaint to the customer. It is in the customer’s interest to identify damages in transit immediately in the presence of the supplier and communicate them to the carrier in order to handle the claims. As the delivery, on behalf of paragraph 2, takes only place at the risk of the customer, the publishing house is liable neither for loss nor for damages in transit. Nevertheless, the publishing house is obliged to transfer its own eventual claims against carriers, shipping contractors, the post office, the railway company or others to the customer.
     
  4. Reservation of Ownership

    5. All deliveries of our published products take place with a reservation of ownership on the following conditions: 
    1. The delivered article stays our property until all demands, no matter what kind of demands, which resulted or will result out of our business connection with the customer are completely payed, even in case that single or all demands are taken into a current account, and until a balance is established and accepted. 
    2. The customer has the right to resell the delivered product in a conduct of business according to the rules; he has to reserve for himself the property of the product via his customers until the purchase price is fully payed. 
    3. All claims of the customer, that result out of the resale of the rescue property are transferred hereby and now to the publishing house as an assignment for security. If the customer takes these transferred claims into mutual accounts, the mutual claim, or rather the balance, that is accepted after its net debit with credit balances has to be transferred with its complete amount to the publishing house. Hereby, the publishing house accepts this transferring of current and future claims.
    4. the customer has the right to withhold the transferred demands, as long as he meets his duty to pay as per contract via the publishing house. The customer has to inform the publishing house immediately about the access of a third party to the reservation product or the demand, that has been transferred to the publishing house and that resulted out of the resale. The customer has to inform the publishing house on demand about the obligers of the transferred demand and about the precise amount of the demand. In principle, the publishing house has the right to disclose the transferring and to collect the demand itself. As a rule, the publishing house will not make any use of this right, as long as the customer is not behind with a payment.
    5. After the complete payment of all the demands of the publishing house that result out of the business connection, the property of the reservation product becomes easily the property of the customer. As long as the reservation of ownership and the demands resulting out of transferrings exceed the open demands of the publishing house by more than 25 %, the publishing house will unblock of its own choice the exceeding charging lien on demand and after a corresponding specification.

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  5. Prices 

    6. The prices are calculated in the currency of the Federal Republic of Germany (euro). They are valid ex delivery. The publishing house reserves itself the right to charge the customer for a reasonable amount of the packaging and the delivery charges. 
    The publishing house grants a discount of 40 % on delivery to the book trade in the Federal Republic of Germany and a discount of 25 % to the foreign book trade; apart from that, it grants a free exemplary of the ordered product if the customer buys at least ten books.
     
  6. Payment

    7. If not agreed otherwise, the amount of the invoice is immediately due on net basis in the currency of the Federal Republic of Germany (euro). It is necessary to indicate the complete invoice number and the complete customer reference number during the payment. A deduction of discounts, no matter in which amount, will not be accepted in any case. If the parties have agreed upon monthly discounts, the payment has to be fulfilled until the 15th of the following month. Cheques are only taken on behalf of payment, exchanges only on the basis of a former agreement and also only on behalf of payment. The customer is charged with further discount-expenses and other expenses that are to be payed and are payable immediately. If there is a delay of payment, the publishing house has the right to demand interests on arrears at the amount of 5% above the lending interest rate of the central bank from the settlement date of the demand. Hereby, the enforcement of other damages, due to arrears, are not excluded.
    The publishing house has the right to, 
    1. execute deliveries per second name or against payment in advance,
    2. exclude the slow debtor from further deliveries,
    3. dissolve the business connection for other important reasons, that are substantial to it.

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  7. Right of Return

    8. The return by customers is only possible on the basis of the right of return and within the fixed return time. The return is only accepted when the exemplaries are in an excellent, resaleable state. The return can only take place via the publishing house after the announcement of a return advice-note. While returning the product(s) it is necessary to indicate the  complete customer reference number and the belonging invoice number, with which the delivery has been sent to the customer. If the delivery of our publishing house products is »qualified«, their invoice will be calculated and payable on the fixed dates. For this, a special calculation mode is valid. The publishing house reserves itself the right to deduce a percentage of the credited amount for the according retail price for returned exemplaries that either are damaged or for whose title the right of return is exceeded, but maximal up to the amount of the invoice. The return takes place at the expense and the risk of the customer.
    Private customers have powers of revocation in accordance with the Fernabsatzrecht (sales via means of telecommunication) (§ 312 BGB a.o.). Up to an value of the return of 40 euros, private customers are obliged to pay the return costs and send the product(s) back at their own risk. If the product-price is higher, they are obliged to choose the least expensive way for sending the product(s) back (in principle this is the book post). The publishing house reserves itself the right to deduce an according percentage of the credited amount for the according retail price for returned exemplaries that are returned damaged, maximal up to the amount of the invoice. 
     
  8. Supplementary Regulations

    9. Place of performance of the financial commitment of the customer and legal venue for both parties is Saarbruecken as the head office of the publishing house. Hereby, this agreement about the legal venue takes place according to § 38 paragraph 1 ZPO and according to § 38 paragraph 3 No. 2 b ZPO in case, demands are asserted by judgement note.
    If one of the regulations of these standard terms and conditions becomes partly or in whole ineffective, the validity of the other regulations is not influenced by it. Different regulations have to be accepted in explicitly written form.

    BGB = the german civil code
    ZPO = the german Code of Civil Procedure


Special trading conditions for draft, graphics, layout, web design, screen design und printing commands

These »Special trading conditions for draft, graphics, layout, setting and printing commands« are a part of our »standard terms and conditions«. The execution of commands and contracts take exclusively place to the regulations that are fixed within these conditions. Different regulations require written form. Contradictory terms of purchase or general terms of the customer have no validity, as long as we have not utterly agreed on them in written form.

  1. Generalities

    2. The prices given in the offer or the price list of the contractor are simple prices; they do not,if this is not otherwise agreed upon, include the costs for packaging, freight, postage, insurance or other additional shipping charges. The contractor is bound to the prices in the offer for a duration of 3 months from the conclusion of the contract; in case that an alteration of the conditions, that were valid at the conclusion of the contract, becomes necessary during this period of time, the contractor has the right to withdraw from the contract under the exclusion of any claimes for compensation; in case the alteration of prices occures after the end of this period of time, the new prices are valid.
    Later alterations, that become necessary because of the client, are taken into the account by the contractor. Later alterations means also repetitions of sample proofs, which are demanded by the client because of insignificant differences. Alterations of the manuscript, that have not been planned, are seen as the correction of the author and are taken into the account separatly.
    Overtime, that becomes necessary because of later proposed changes by the client, have to be refunded. The same is valid for additional work, which has not been calculated at the demand and which could not have been foreseen.
    Accomplishments by the contractor for sketches, drafts, sample proofs, sample prints, patterns and similar groundworks, which are demanded by the client, are taken into account, even if they will not be printed later on. For this, the regulations of paragraph 4 are valid.
    Additionally to the retail price, the contractor has the right to take into account surcharges and additional costs for faster work in a shorter period of time, if it was not possible to complete the contract on time, even if this was not explicitly agreed upon; this goes especially for overtime on Saturdays, Sundays and on holydays.
    If the client withdraws from the contract out of reasons which do not have their origin in intent or recklessnes of the contractor, he is obliged to refund the contractor for all costs that have been occured until then, for the expediture on materials and salaries including the missed profit.
     
  2. Payment Conditions

    3. The payment has to be fulfilled in a tax-free way at the collection and is due at the agreed-upon delivery date in the currency of the Federal Republic of Germany. The invoice is issued before the delivery date, before the date of the partial delivery or the date when the delivery can be collected (debt collectible by the creditor, default of acceptance). A deduction of discounts, no matter in which amount, will not be accepted in any case. If the parties have agreed upon monthly discounts, the payment has to be fulfilled until the 15th of the following month. Cheques are only taken on behalf of payment, exchanges only on the basis of a former agreement and also only on behalf of payment. The customer is charged with further discount-expenses and other expenses that are to be payed and are payable immediately. If there is a delay of payment, the publishing house has the right to demand interests on arrears at the amount of 4% above the normal bank lending interest rate from the settlement date of the demand. 
    For the provision of special materials or groundwork, especially extraordinary large amounts of paper and cardboard, the contractor has the right to claim a payment in advance. 
    The client does not have the right to announce the set-off against the payable claims of the contractor with already financed demands. A client who is a businessman, according to the HGB², has no rights of retention or set-off.
    If a deterioration in the financial circumstances of the client occurs after the conclusion of the contract or, if such a deterioration becomes known to the contractor, the contractor can demand the payment in advance or an immediate payment of all unpayed invoices, even if they are not yet due; he is also entitled to withhold the products that have not yet been delivered and to stop working on current orders. The contractor can also make use of these rights, when the client makes no payment although he has received an admonition, which has been sent to justify a delay. The contractor has the right of retention for the plates, films, manuscripts, raw materials and other objects the client has sent, until all due demands and liabilities resulting out of the business connection have been fully payed.
     
  3. Delivery

    4. The contractor has the right to exceed the given time for delivery by at most six weeks; if no delivery takes place within this time, the client is obliged to grant the contractor a final extension of four weeks. Only after the exceedance of this extention, the client is entitled to withdraw from the contract under the regulation that possible claims for damages are limited to 10% of the order total and listed from the lowest to the highest item, if the non-compliance of the last extention by the contractor has not been a matter of grossly culpability. With this, any duty to pay compensatory damages is void in in commercial circulation. In case of partial delay, the client is obliged to accept the partial performance. 
    Dates of delivery are only then valid, when they are explicitly accepted by the contractor. Interruptions of operation – both in the firm of the contractor and as well in the enterprise of his supplier –, especially through strike, lockout, war, unrest as well as all other cases of force majeure, do not entitle the client to cancel the contractual relationship. The delivery takes place at the expense and the risk of the client. An insurance of the products, which are to be delivered, is only effected at the client’s special request and at his expense. The contractor is only responsible for intent and recklessness.
    If the delivery is delayed because of circumstances that are situated in the risk area of the client, it becomes the risk of the client from the first day, when the product(s) are ready to be delivered; the contractor is, nevertheless, obliged to cause an insurance at the demand and the expenses of the client, if he orders one.
     
  4. Warranty Claims

    5. The client is obliged to report possible defects in written form to the contractor. Patent defects have to be censured at the collection; in case of delivery they, are to be reported within 8 days after the delivery in written form. After the exceedance of this time, any warranty claimes are void. Complaints can only be put forward on presentation of the total amounts that have been delivered.
    Setting and layout, graphical works and drafts are carried out by the contractor to the best of his knowledge. Not proof-read works will be printed at the risk of the client. Proof-read works are to be signed, otherwise they are seen as not proof-read. At the return of the approved proof-read copy, the liability of the contractor is expired for all defects that have not been censured by the client.
    The risk, that the produced work could be used for the client’s unintentional purposes, is his very own risk, unless he has explicitely and extensively informed the contractor at the placement of the order about the intentional purpose.
    The warranty claims of the client are limited to the liability to remedy a defect; if it fails after the exceedance of the time within four weeks after the censure of the notice of defects has been received by the contractor, the client is entitled to  withdraw from the contract or to demand a reduction of the price. The client is only entitled of claims resulting from a positive breach of contract when the contractor has caused the damage at the side of the client in a culpable way. The contractor is entitled to make the repair dependent on a previous payment of 50% of the agreed price. In case of the defect being caused by the supplier of the contractor, the client is obliged to try to agree with the supplier of the contractor about his warranty claims to the supplier out of court.
    Defects on one item of the delivery do not entitle the client to censure all of the delivery, unless the partial delivery is without interest for the client. 
    During all printing-processes it is possible that insignificant differences from the original may occur; the client cannot complain about these. The same is valid for the comparison between proofs and the print of the edition. Above that the contractor has the right to fall back on similar colors, qualities of paper, formats, typefaces, if this is in the customer’s interest, or rather in the interest of terminating the production of the order in time. Insignificant differences concerning the quality of paper or the print color are typical in this branch and do not depict a defect. It is not possible to hand in a complaint about increased or decreased delivery of up to 10 % of the ordered edition. The delivered amount is calculated.
    Concerning commercial transactions the contractor is, after his own choice, only obliged for repair or for the transferring of warranty claims against third parties; there are no further claims existing against the contractor.
     
  5. Safekeeping, Insurance

    6. Patterns, raw materials, printing bases, data media and other objects that can be reused, as well as semi-finished  and finished products are only kept save beyond the delivery date after a previous agreement and a special remuneration. The contractor is, therefore, only liable for intention and recklesness.
    The aforementioned objects will be treated with care by the contractor until the delivery date, as far as the client has made them available for the contractor. The contractor is only liable for damages that have been caused by his intention or his recklesness. If the client wants to insure these objects, he has to do it on his own and at his expense.
     
  6. Property, Copyright
    The delivered article remains the property of the contractor until all demands that exist until the date of invoice between the contractor and the client are completely payed. The client has the right only to resell the delivered product in a conduct of business according to the rules. The client transferres all demands, that result out of the resale, to the contractor; hereby, the contractor accepts this transferring of current and future claims. In case of resale the client is obliged to indicate to the customer the existing reservation of ownership. The payment of the retail price with discharging effect by the customer can only take place via the contractor.
    All operating objects, such as sketches, files, data media, films, blocs, lithographs and printing bases, that have been used by the contractor for the production of the publishing house product, remain the property of the contractor, even if they are payed seperately. They are not given to the client, unless both parties have explicitely agreed on it beforehand. 
    If logos, graphics, a.o. are designed by the contractor, the copyrights remain his own. The client has the right to use these graphics, a.o. for all printed matters, or rather purposes, for which they have been designed and such others that have a direct connection to them or serve similar purposes. He has no right to resell the design or the draft or to use it for the design of printed matters, digital media or other purposes, especially of new logos that belong to a third party. If the draft or the graphic is used for printed advertising matters, ads, brochures, catalogues a.o., the client is obliged to fix a copyright-sign of the contractor on them. The design of this copyright-sign has to be stipulated in detail, but at least it has to contain the full name of the contractor. Differences concerning these regulations have to be explicitly agreed upon, especially the purchase of the copyright through the client. As long as they remain with the contractor, no sole and exclusive right or protection against competitors is granted for the graphics, it is possible for the contractor to offer similar drafts to other clients.
    Only the client is liable, if rights, especially copyrights of third parties and legal regulations, especially concerning the indication of commercial publications are violated by the execution of his contract.
    The contractor has the right to make himself or the printery visible on the publishing house products in an appropriate way, especially on products, that are bound to the Saarlandish press laws (Saarländisches Pressegesetz). In such cases the client is obliged to take care of a legal flawless indication of these details, including the full adress.

last updated 01/01/2012

publishing house and society for production Helen Schneidewind – Villa Fledermaus
Headquarters: Villa Fledermaus · Auf der Adt 14 · 66130 Saarbruecken/Germany

contact/administration/delivery:
Schlossgasse 51 · 69502 Hemsbach · Germany
phone+49 6201 4709292 · fax +49 6201 4709293

E-Mail: info@villa-fledermaus.de

Translation: JULIA BACHALE