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Standard Terms & Conditions of Purchase

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Standard Terms & Conditions of Purchase of B+S Mailmanagement GmbH & Co. KG


I. General

The following terms and conditions shall apply to all orders and purchase agreements entered into by B+S Mailmanagement GmbH & Co. KG (hereinafter referred to as B+S), to the extent that nothing has been agreed in writing to the contrary. Any legal provisions which are applicable in individual cases shall also apply.

The terms and conditions of sale of the contractual counterparty (hereinafter referred to as the Contractor) which derogate from such legal provisions or which conflict with these terms and conditions shall only be applicable if they are expressly acknowledged as binding by B+S in writing. The general terms and conditions of business of the Contractor shall also not apply if nothing is stated to the contrary in individual cases.


II. Orders and quotations

No remuneration shall be paid for the preparation of schedules, cost estimates and such like. Only written orders issued by B+S shall be legally binding. Oral agreements shall require written confirmation. Orders issued by B+S must be confirmed within three days in writing. Any derogations from such orders shall be identified as such in the order confirmations.


III. Sub-contracting the order

The order or portions of the order may only be sub-contracted to third parties with the written consent of B+S.


IV. Documentation

The Contractor shall be obliged to check the documentation (and in particular graphic data) for completeness and usability before their use and completion. B+S or its clients shall retain all rights of ownership and intellectual property rights in the documentation which is made available. Those items which are produced by the Contractor in accordance with the particular specifications of B+S may not be used for other purposes, duplicated or made available to third parties. The Contractor shall treat as strictly confidential all of the information it receives in connection with the execution of the order.

Upon request the documentation which has been provided shall be returned to B+S immediately.


V. Storage

To the extent that the Contractor provides B+S with storage or temporary storage for goods, it shall be obliged to adequately insure such goods against fire, water damage or any other damage which might occur during storage. Upon request the Contractor shall be obliged to submit to B+S proof of such adequate insurance.


VI. Shipping and packaging

To the extent that nothing is agreed to the contrary, all of the goods to be delivered shall be packed appropriately and bear the correct identification. The Contractor shall be liable for any damage caused by faulty packaging. The Contractor shall be obliged to make any contractual deliveries free to the place of receipt designated by B+S. Shipping risk shall be borne by the Contractor. The Contractor shall be liable for the issue of any incorrect shipping papers.

Notifications of dispatch shall be issued immediately after each individual shipment has been dispatched. At a place of receipt outside of Germany the Contractor shall be obliged to ensure that it is provided with a written receipt for any goods and immediately to send an advance copy of such receipt by fax and the original by post to B+S.

VII. Delivery periods

Partial deliveries shall only be accepted after B+S has agreed thereto. The remainder of the order must be delivered if B+S does not expressly waive the right to receive it. Excess deliveries shall not be remunerated. The arrival of the goods at the place of receipt shall be material for establishing compliance with the delivery periods. The agreed delivery periods shall be complied with unconditionally. In the event of any delay the Contractor shall be liable in accordance with statutory provisions.

Deliveries which are made early without the agreement of B+S shall not have any effect on the payment periods based upon the scheduled delivery date. B+S reserves the right to return any goods received early at the expense of the Contractor or to make payment on the basis of the value on the scheduled delivery date.


VIII. Force majeure

An event of force majeure shall release the contractual counterparties from the obligation to comply with their contractual obligations for the duration of the disruption and to the extent of its effects. The contractual counterparties shall be obliged to the extent that is reasonable to provide immediately the necessary information and to adapt their obligations in good faith to the altered circumstances. B+S shall be released in full or in part from its obligation to take delivery of the service/delivery ordered and to this extent shall be entitled to withdraw from the agreement if the service/delivery is no longer utilisable by B+S – taking into account commercial considerations – due to the delays caused by the event of force majeure.


IX. Payment conditions/Price

To the extent that nothing is agreed to the contrary, the prices agreed shall include free delivery to the place of receipt and packaging and shall exclude any claims for additional payment. Additional costs in respect of changes may only be claimed if they have been notified previously and have been accepted in writing by B+S.

To the extent that nothing is agreed to the contrary, payments shall be made by B+S within 14 days from the date of receipt of the invoice subject to a discount of 3% and within 30 days without deduction. B+S shall be entitled to offset any sums owed to it against any sums owed to the Contractor, even if such sums are not yet due or are disputed. The rights of B+S to make retentions may not be limited.


X. Claims and liability for defects

The Contractor warrants that the items delivered shall comply with statutory and contractual quality specifications and the properties and durability warranties.

Liability for defects shall be according to statutory provisions. All costs associated with liability claims such as shipping, packaging and insurance costs and public taxes shall be borne by the Contractor.

The place of delivery and examination within the meaning of section 377 of the Handelsgesetzbuch (German Commercial Code) shall be the place designated by B+S. A defect notice shall be submitted to the Contractor within one week from the arrival at the designated place. In the case of hidden defects this period of one week shall run from the date of their discovery.

The limitation period for claims in respect of defects shall be 36 months from the date of the transfer of risk.


X. Product liability

The Contractor shall be required to indemnify B+S for any fault for which responsibility is attributable to it and which gives rise to any product liability.


XI. Client protection

The Contractor undertakes for a period of one year after the completion of the order not to undertake any projects or activities for those clients of B+S which become known to it in the context of the order. In every event of culpable non-compliance with this provision the Contractor shall be obliged to pay a penalty of €10,000 to B+S. B+S reserves the right to make further claims for damages, such as for example in respect of lost profit.


XII. Place of performance and place of jurisdiction

The place of performance for payments and deliveries shall be Hamburg. The place of jurisdiction for all disputes with commercial counterparties or persons who have not stipulated a generally applicable address for service within Germany shall be Hamburg. B+S shall however also be entitled to bring proceedings against the Contractor in the location of its registered office.

German law shall apply. Should any individual provisions of these Terms & Conditions be or become invalid, the validity of the remaining provisions and of the agreement shall not be affected thereby.