General Terms & Conditions
Meckesheim, November 2019
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 written form in order to be valid.
1. Offers / Orders (Sale & Purchase)
Our offers are not binding and subject to change without any notice. Any order shall be accepted by us as binding only if acknowledged in written form. Please note that the order form which is automatically provided from our web shop system is not the order confirmation. All prices are free warehouse Meckesheim. Freight costs will be charged additionally.
KM purchases only according to its general terms & conditions.
2. Charging of sketches, drawings, etc.
Sketches, drawings, lithographs, printing plates, trial prints and samples which are made on the basis of an order shall be charged to the customer, even if the order has not been executed due to reasons caused by the customer. Sketches, printing plates etc. ordered by the customer shall also be charged, if no order has been placed for delivery. Printing 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 provide 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 exact determination of colour shades for standard layouts is subject to the printing plant. For printings in full colour (CMYK) and for screen printings we will be needing a color binding proof (i.e. cromaline). In absence of those print guidelines we cannot accept any related claim. The colour of the match head may slightly vary for placed re-orders and does thus not represent a raison for a claim.
7. Best-before date
Some of our products have a limited life period due to their composition or their characteristics (i.e. scented match sticks).
8. Wood dyeing
We shall not give any warranty to keep exactly the colors of natural-colored matchwood and even to later discoloring caused by the influence of phenol-containing substances.
9. 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 the right 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.
11. 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.
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. Lien and reservation of proprietary rights
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 (i.e. packaging ordinance or Verification Act).
Charges determined by law or regulations and all other debit notes which occur belatedly and/or subsequently justify corresponding price increases.
We are taking all necessary actions in order to comply with the existing legal rules and regulations, including among other things the contents of the Product Safety Act and the regulation on packaging in its respectively valid version.
15. Delivery dates, deliveries
Obligatory delivery dates need to be agreed in written form. 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 also point 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 point 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 web shop
The term "consumer" refers to a natural person who concludes a legal transaction for purposes that, for the most part, can neither be attributed to their commercial nor to their self-employed activity.
Right of withdrawal
You are entitled to withdraw from this contract within fourteen days without stating any reasons. The withdrawal period is fourteen days from the day on which you or a third party, other than the carrier and indicated by you, took possession of the goods. In order to exercise your right of withdrawal, you have to inform us (KM ZÜNDHOLZ INTERNATIONAL KARL MÜLLER GMBH, Bemannsbruch 16-18, 74909 Meckesheim, telephone: +49 (0) 62269202-0, fax: +49 (0) 62269202-99, email address: email@example.com) about your decision to withdraw from this contract by sending us a clear statement (such as a letter sent by post, by fax or by email). For this purpose, you can complete the enclosed sample withdrawal form, the use of which is, however, not mandatory. Alternatively, you may also fill out and submit a sample withdrawal form or another clear statement directly on our website: http://www.kmmatch.com/de/widerrufsformular.pdf. If you choose this option, we will immediately send you a confirmation (e.g. by email) about the receipt of your withdrawal. In order to comply with the withdrawal period, it shall suffice to submit the notification about the exercise of the right of withdrawal before expiry of the withdrawal period.
Consequences of withdrawal
If you withdraw from this contract, we shall be obliged to repay, immediately and at the latest within fourteen days from the day on which we obtained the notification about your withdrawal from this contract, all payments received by you including the delivery costs (except for the additional costs that arise when you opted for a method of delivery other than the cheapest standard delivery offered by us). Unless explicitly agreed otherwise, this repayment will be made using the same method of payment that you used for the original transaction. In no event will we charge any fees for this repayment. We are entitled to refuse repayment until we have received the goods back or until you have provided evidence that the goods have been returned, whichever is earlier. You are obliged to return or hand over the goods without delay and in any case at the latest within fourteen days from the day on which you notify us about the withdrawal from this contract. The period shall be deemed as being complied with when the goods are dispatched before expiry of the 14-day deadline. You will bear the direct costs for the return of the goods. You shall only be liable for any diminished value of the goods resulting from the handling other than what is necessary to ascertain the nature, properties and functioning of the goods.
Exclusion and premature termination of the right of withdrawal
The right of withdrawal cannot be exercised in case of the following contracts
Contracts for the delivery of non-prefabricated goods that are manufactured on the basis of the consumer's individual choice or specification, or that are clearly custom-made to the consumer's personal requirements.
The right of withdrawal shall terminate prematurely in case of the following contracts
Contracts for the delivery of sealed goods that, for reasons of health protection and hygiene, are not suitable for being returned once their seal has been removed after delivery.
Sample withdrawal form
If you wish to withdraw from the contract, please complete and return the following form:
19. Default in accepting delivery
If the ordering party falls behind with the acceptance of goods delivered, we shall be entitled to titles acc. to Section 326 of the Germany Civil Code (BGB). However, instead of these titles, 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. Regulation on packaging
According to the regulation on packaging we are obligated to pay license fees for the sales packaging. We are authorized to refer those fees in their current rate to our customers.
21. Terms of payment
Our invoices 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 unfavorable 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 pre-payment 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.
22. 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 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 (i.e. high-gloss lamination, varnishing etc.) are to be carried-out, terms and conditions of the relevant trade shall apply.
24. Place of performance and venue
Place of performance for both parties to the contract is Meckesheim.
Law cases will be handled by the court of Heidelberg. 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 Federal Republic of Germany 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.
The European commission provides a platform for the out of court online settlement of disputes (OS-platform), available under http://ec.europa.eu/odr
KM Zündholz International
Karl Müller GmbH
Effective from 01st of March 2018
Become a supplier:
General terms and conditions of purchasing
KM ZÜNDHOLZ INTERNATIONAL Karl Müller GmbH
Status: 01st of March 2018
I. Relevant Regulations
1. The legal relationships between KM ZÜNDHOLZ INTERNATIONAL Karl Müller GmbH and the supplier are subject to the following terms and conditions and any other written agreements. Changes and amendments have to be made in written form. Contradictory terms of delivery shall only apply in written form if expressly acknowledged by our company. We hereby expressly object to any of the supplier's notes or references as to the validity and applicability of his general terms and conditions.
2. The delivery contract as well as changes, agreements, explanation with regard to the validity must be made in written form in order to be binding. If the supplier fails to accept the order within 2 weeks as of receipt, we shall be entitled to cancel the order.
II. Scope of delivery / changes of the scope of delivery / spare parts
1. The supplier shall be obliged to announce well in advance all special data and circumstances as well as the intended use of his deliveries to fulfill all contractual commitments. He is responsible for his deliveries to include all demands to assure a specified, secure and economic use, to be suitable for the intended use and to meet the actual state of scientific and technical knowledge. The supplier will be obliged to follow all relevant standards, rules or laws especially with respect to corresponding environment protection, dangerous substances, hazardous goods and rules regarding accident preventions as well as keep the generally accepted, safety technical and rules regarding industrial medicine as well as our company standards.
The supplier has to explain and clear up all necessary official approvals and notification requirements for import activities and operating the supplies.
2. Within the scope of what is reasonable we can demand changes in the performance of the goods. The supplier has to implement the changes within an appropriate deadline. Consequences especially regarding extra or reduced costs as well as delivery dates have to be mutually agreed within the scope of appropriate rules. If an agreement is not concluded within an adequate time limit, we decide according to equitable discretion.
III. Prices / payment terms
1. The agreed prices are fixed prices. Unless a special agreement has been made payment shall be made within 60 days with 2% discount or within 90 days without deduction as of the day of receipt of the goods or contractual agreed service and receipt of a correct and verifiable invoice. In case of acceptance of early deliveries, maturity shall depend on the agreed-upon delivery date.
We reserve the right of determining the choice of payment (i.e. cheque). Invoices have to be submitted including information about order no., order item, unloading point, supplier no., lot size and price per unit as well as quantity per delivery. Upon request the supplier agrees to take part in a credit voucher procedure.
2. Without prior written approval the supplier shall not be entitled to assign claims that he has against us or to have his receivables collected by third parties. The law of HGB § 354a remains unaffected.
IV. Conditions of delivery
1. The deliveries will be DDP (according to the Incoterms as amended on actual law) at the agreed-upon destination mentioned by us unless otherwise agreed including packaging. The legal regulations of transport are valid. Each shipment has to be notified to us or to the consignee determined by us one day before shipment. Each shipment must be accompanied by a delivery note. The delivery note has to include our order number, article reference no. and supplier no. In case of acceptance of delivery "ex works" all measurements and the weight of the shipment have to be notified to us and to the consignee determined by us. When issuing the shipping documents, the supplier has to take care that all necessary customs documents shall be provided by the supplier. With respect to deliveries from preference countries the supplier shall attach the preference certificate to each delivery. The long-term supplier's declaration shall be provided once a year. Furthermore, the supplier is obliged to keep the individual and respective rules for export control and to provide us with the markings of export control of the contractual goods according to EU and US law in written form together with the delivery at the latest. The supplier makes sure that a registration of his goods according to the regulation no. 1907/2006 (REACH regulation).
2. The goods shall be properly and customary packed. We are entitled to specify the manner of packing. In case of returning to the supplier recyclable packing free of charge, we are entitled to receive a refund in the amount of the package value.
V. Delivery dates / delay in delivery
The agreed-upon delivery dates and deadlines shall be binding. The date of receipt of the goods at the location specified in our order shall be decisive for compliance with the delivery date or deadline. The supplier has to immediately notify in written form a perceivable delay mentioning the reasons and the estimated duration of the delay. The supplier can only refer to delays which were not caused by him if he kept the obligation of claims notification. In case of delay we are entitled to require a penalty from the supplier. This penalty is 0.5% per started week of the delay, but in total not exceeding 5% of the total order value. The agreement about the penalty or its enforcement shall not affect our legal claims due to delay. Possibly paid penalties have to be credited against indemnity claims. Penalties shall be put into the claim until final payment of delayed deliveries is completed.
VI. Confidentiality / information
1. The supplier shall treat with confidence as a business secret all information like sketches, documents, specific know how, samples, electronic data etc. also with respect to third parties (also sub-suppliers). Access to third parties can only be provided in case of our written agreement especially only for special purposes determined by us. This applies to all relevant copies of documents. This commitment is valid not only for information known upon receipt without obligation to keep the business secret or thereafter known upon receipt without obligation to keep the business secret, which become publicly known without violation of contract, or for which he officially received the allowance to use it else. The supplier is not allowed to take any promotional actions referring to our business relationship with our prior written agreement. All information provided is subject to our ownership, copyright and all other rights. Duplications are permitted only upon our prior written agreement. Duplications are our property when produced. It is agreed between the supplier and us that the supplier keeps our documents safe. The supplier is obliged to safely keep, take care and insure our documents and goods at his own cost and to release or destroy them upon our request. A right of retention, independent on a special reason, is not entitled. The complete return or destruction shall be assured in writing.
2. Should the commitments from item VI 1. be broken an immediate contractual penalty of EUR 25,000 is due in case of infringement. The supplier reserves the right to have the adequateness regarding the extent of penalty determined from court. Penalties probably paid are to be deducted from damage claims.
VII. Quality management / recording
1. The supplier shall supervise and regularly check the quality of his deliveries and goods. He is obliged to comply with the valid quality supply agreement (regarding sub-suppliers of raw material, components and product related services the "quality supply agreement with sub-suppliers of production material", regarding suppliers of packaging the "quality supply agreement with packaging suppliers"). Changes of the ordered goods are subject to our prior agreement. The supplier has to make a written documentation about when, in which way and through whom the goods have been produced free of faults. Details are regulated within the valid quality supply agreement. Sub-suppliers have to be obliged accordingly.
2. Delivery control will be done by us only with respect to externally visible damages and regarding externally visible differences as to identity and quantity. Such defects will immediately be notified. We reserve the right to perform further delivery control. Moreover, defects will be claimed right after discovery according to normal business process. The supplier abstains from objecting belated complaint. In case of defects we reserve the right to return the delivery at charge of the supplier.
VIII. Warranty for defects / reimbursement of expenses / deadline / insurance
1. In case of defects of delivery, our claims follow legal regulations unless other agreements have been concluded as follows. In case of danger of performance reliability, danger of exceptionally high damage or to keep delivery capacity with respect to our customers we can take over the rework by ourselves or have it performed by third parties. The costs incurred in this connection shall be borne by the supplier. The supplier is liable for every claim and costs directly or indirectly incurring due to defects of the object. The supplier shall also be liable to pay compensation for costs exceeding the usual scope of delivery control at least if parts of the delivery are defective. This also applies for partial or complete inspection of deliveries received within the course of further business at our destination or the destination of our customers. If the supplier uses a service of third parties he is liable for them like assistants.
2. The supplier also reimburses costs from our customers or us which previously incur due to or in connection with warranty for defects to avoid, repel or reduce damages in time (i.e. callback action).
3. The supplier reimburses costs which we are liable for with regard to our customers in the course of legal actions and which refer to defects of his deliveries.
4. Unless otherwise legally regulated the supplier is liable for defects occurring within 24 months as of receipt of the delivery through us or as of approval (if destined by law or contract). In case of supplementary performance, the deadline shall be prolonged by the period in which the delivery item cannot be used according to the contract. The supplementary performance is subject to the same deadlines. The limitation of claims due to defects commences two months after fulfilling the end consumer's claims at the earliest. This suspension of statute of limitations ends at least five years after delivery to us.
5. The supplier is obliged to render adequate insurance for all risks of this VIII.
IX. Free issue equipment
Components, parts, special packing, tools or similar items (free issue equipment) remain our property. In case of finish processing, composition, mixture of free issue equipment we shall receive co-ownership of the new product at the ratio of the value of our contribution to the completed product. Duplications of our contribution shall only be made upon our prior written agreement. The duplications shall be transferred into our property upon production. The supplier is not entitled to take the right of retention independent of any reason. Free issue equipment as well as duplications are not permitted to give access to third parties (also sub-suppliers) and not be used for other purposes than agreed upon.
X. Force majeure / long-term delivery preventions
1. Strikes, riots, civil commotions and other unforeseeable and inevitable events shall release the supplier and us from the duties for the duration of the disturbance and to the extent of their effect. The contractual parties shall be obligated to immediately provide all necessary information within the scope of what is reasonable and to adapt the obligations in good faith to the changed circumstances. The parties involved shall immediately inform each other about the end of the disturbance.
2. In case of a long-term delivery prevention, suspension of payment or the opening of insolvency proceedings, refusal of such a proceeding for lack of material or the introduction of a similar proceeding regarding one of the contractual parties, the other party is entitled to resign from the contract with respect to the part which is not yet fulfilled. If the supplier is affected by one of the before mentioned events, he shall extend his utmost support to relocate the production of our goods to us or a third party including a license necessary for the production being under industrial property rights. All is given at conditions in line with industry standard.
XI. General provisions
1. The place of performance for all deliveries and services shall be location indicated by us.
2. German law is valid for the contractual relationship without giving effect to the principles of conflict of laws as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction shall be Heidelberg subject to an alternative exclusive court of jurisdiction.
However we are entitled to take the supplier to another court having jurisdiction.
3. Should any of the provisions contained in these terms and conditions and other agreements is or becomes invalid, it shall not affect the validity of the remaining contract.
4. We indicate that we will record personal data taking into account any legal provisions and handle them in connection with commercial transactions (see also §26 BDSG).
KM ZÜNDHOLZ INTERNATIONAL
Karl Müller GmbH
Meckesheim/Germany, November 2019