General Terms and Conditions of Proof GmbH with Customer Information

Table of Contents

1. Scope
2. Contract Formation
3. Prices and Payment Terms
4. Delivery and Shipping Terms
5. Force Majeure
6. Delay of Performance at Customer's Request
7. Retention of Title
8. Liability and Damages
9. Limitation of Actions
10. Set-off and Assignment
11. Indemnification for Infringement of Third-Party Rights
12. Miscellaneous
13. Severability Clause

1. Scope

1.1 These General Terms and Conditions (hereinafter "Terms and Conditions") of proof GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods that an entrepreneur (hereinafter "Customer") concludes with the Seller with respect to the goods presented by the Seller in its online shop. 

1.2 These sales terms and conditions apply exclusively to entrepreneurs, legal entities under public law or public law special assets within the meaning of Section 310 Paragraph 1 BGB. We do not accept any conditions conflicting with or deviating from our sales terms and conditions from the buyer unless we expressly agree in writing to their applicability. 

1.3 These sales terms and conditions also apply to all future business with the buyer, insofar as it involves legal transactions of a similar nature (as a precautionary measure, the sales terms and conditions should in any case be attached to each order confirmation).

1.4 Any individual agreements made with the buyer in a specific case (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these sales terms and conditions. For the content of such agreements, a written contract or our written confirmation shall be authoritative, subject to proof to the contrary.

2. Contract Formation

2.1 The product descriptions presented in the Seller's online shop do not constitute binding offers from the Seller, but rather serve for the Customer to make a binding offer.

2.2 The Customer can submit the offer via the online order form integrated in the Seller's online shop. By placing the selected goods and/or services in the virtual shopping basket and going through the electronic ordering process, the Customer makes a legally binding contractual offer with respect to the goods and/or services contained in the shopping basket by clicking the button that completes the ordering process. The Customer may also submit the offer by telephone, e-mail or via the online contact form to the Seller.

2.3 If an order is to be regarded as an offer in accordance with Section 145 BGB, the Seller may accept it within two weeks

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the Customer is decisive, or
• by delivering the ordered goods to the Customer, whereby the receipt of the goods by the Customer is decisive, or
• if the Customer chooses the payment method Sofort or PayPal, by the Seller accepting the payment and issuing an invoice for the total price rather than refunding the total price to the Customer's bank account.

If more than one of the above alternatives occurs, the contract is formed at the time when one of the above alternatives first occurs. The period for acceptance of the offer begins on the day after the Customer's offer is sent and ends upon expiration of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this is deemed a rejection of the offer, which means that the Customer is no longer bound by its declaration of intent.

2.4 When submitting an offer via the Seller's online order form, the Seller stores the contract text and sends it to the Customer after submission of the order along with the present Terms and Conditions in text form (e.g. e-mail, fax or letter). Additionally, the contract text is archived on the Seller's website and can be retrieved free of charge by the Customer via its password-protected customer account with the appropriate login details, provided the Customer has created a customer account in the Seller's online shop before submitting the order.

2.5 Before submitting the order via the Seller's online order form, the Customer can identify any possible input errors by carefully reading the information displayed on the screen. An effective technical tool for better detection of input errors can be the browser's zoom function, which enlarges the display on the screen. The Customer can correct its entries within the electronic ordering process using standard keyboard and mouse functions until clicking the button that completes the ordering process.

2.6 Only German and English languages are available for contract formation.

2.7 Order processing and contact usually take place by e-mail and automated order processing. The Customer must ensure that the e-mail address provided for order processing is correct so that e-mails sent by the Seller can be received at that address. In particular, if the Customer uses SPAM filters, the Customer must ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller for order processing can be delivered.

2.8 If the parties have agreed on special terms, these generally do not apply to concurrent and future contractual relationships with the Customer.

2.9 In the event of the Customer's economic inability to perform its obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer without notice. This also applies to an insolvency application by the Customer. Sections 321 BGB and 112 InsO remain unaffected. The Customer will inform the Seller in writing at an early stage of any threat of inability to pay.

3. Prices and Payment Terms

3.1 Unless otherwise stated in the Seller's product description, the stated prices are net prices, exclusive of statutory value added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and levies are charged separately if applicable.

3.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases, which the Seller is not responsible for and which must be borne by the Customer. These include, for example, costs for money transfers by credit institutions (e.g. transfer fees, exchange rate fees) or import duties and taxes (e.g. customs duties). Such costs may also arise in relation to money transfers even if delivery is not to a country outside the European Union, but the Customer makes payment from a country outside the European Union.

3.3 Various payment methods are available to the Customer, which are specified in the Seller's online shop.

3.4 If advance payment by bank transfer is agreed, payment is due immediately after contract formation unless the parties have agreed on a later due date.

3.5 If the Customer selects the payment method "SOFORT", payment processing is handled by the payment service provider SOFORT GmbH, Theresienhohe 12, 80339 Munich (hereinafter "SOFORT"). To pay the invoice amount via "SOFORT", the Customer must have an online banking account activated for participation in "SOFORT" with PIN/TAN procedure, must identify themselves accordingly during the payment process and confirm the payment instruction to "SOFORT". The payment transaction is then executed immediately by "SOFORT" and the Customer's bank account is debited. The Customer can obtain further information about the payment method "SOFORT" on the Internet at https://www.klarna.com/sofort/.

3.6 For payment via a payment method offered by PayPal, payment processing is handled by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or – if the Customer does not have a PayPal account – subject to the terms for payments without a PayPal account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

3.7 If the Customer selects the payment method delivery on invoice, the purchase price is due after the goods have been delivered and invoiced. A cash discount is only permitted with a special written agreement. The purchase price must be paid within 7 (seven) days of receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to carry out a credit check when the payment method delivery on invoice is selected and to reject this payment method if the credit check is negative.

3.8 Payment is considered received as soon as the equivalent has been credited to one of the Seller's accounts. In the event of payment default, the Seller is entitled to default interest of 10 percentage points above the applicable base rate. The other statutory rights of the Seller in the event of payment default by the Customer remain unaffected. If claims are overdue, incoming payments are first offset against any costs and interest, then against the oldest claim.

3.9 Should unforeseen cost increases occur (e.g. currency fluctuations, unexpected price increases from suppliers, etc.), the Seller is entitled to pass the price increase on to the Customer. However, this only applies if delivery is contractually agreed to take place more than four months after contract formation.

4. Delivery and Shipping Terms

4.1 Delivery of goods is made by post to the delivery address specified by the Customer, unless otherwise agreed.

4.2 Since the Seller's offer is exclusively directed at entrepreneurs (Section 14 BGB), the risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has handed over the goods to the freight forwarder, carrier or other person or institution intended to carry out the shipment.

4.3 The Seller is not liable for delays or delivery disruptions that occur after timely handover to the shipping service provider. An obligation for the Seller to actively track or intervene with the shipping service provider after handing over the shipment is not required.

4.4 In the case of self-collection, the Seller first informs the Customer by e-mail that the goods ordered by the Customer are ready for collection. After receipt of this e-mail, the Customer can collect the goods from the Seller's premises after consultation with the Seller. In this case, no shipping costs are charged.

4.5 For deliveries to countries outside the European Union, additional costs may arise in individual cases, which the Seller is not responsible for and which must be borne by the Customer. These include in particular customs duties, import sales tax and any fees of shipping service providers for customs clearance.

4.6 Should a shipment be returned to the Seller at the Customer's expense for reasons the Customer is responsible for (e.g. incorrect address details, failure to collect from customs or refusal to accept), the Customer must reimburse the return shipping costs and any handling fees incurred in full.

5. Force Majeure

In the event of force majeure events that affect contract performance, the Seller is entitled to postpone delivery for the duration of the obstruction and, in the case of longer-term delays, to withdraw wholly or partly, without this giving rise to any claims against the Seller. Force majeure includes all events unforeseeable by the Seller or those that – even if foreseeable – are outside the Seller's sphere of influence and whose impact on contract performance cannot be prevented by reasonable efforts by the Seller. Any statutory claims of the Customer remain unaffected.

6. Delay of Performance at Customer's Request

If shipment or delivery of the goods is delayed at the Customer's request for more than one month after notification of shipment readiness, the Customer may be charged storage fees of 0.5% of the purchase price for each further month, but not exceeding 5% of the purchase price in total. The right to prove higher or lower damages remains reserved for the parties to the contract.

7. Retention of Title

7.1 The Seller retains title to the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if the Seller does not always expressly rely on this. The Seller is entitled to reclaim the goods if the Customer behaves in breach of contract.

7.2 The Customer is obliged to treat the goods with care as long as title has not passed to the Customer. In particular, the Customer is obliged to insure these at its own expense against theft, fire and water damage for the replacement value. If maintenance and inspection work must be performed, the Customer must perform this at its own expense in a timely manner. As long as title has not passed, the Customer must notify the Seller immediately in writing if the delivered item is seized or subjected to other third-party interference. To the extent that the third party is unable to reimburse the Seller for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the Customer is liable for any loss incurred by the Seller. 

7.3 The Customer is entitled to resell the reserved goods in the ordinary course of business. The Customer hereby assigns to the Seller all claims against the purchaser arising from the resale of the reserved goods up to the amount of the invoice total agreed with the Seller (including value added tax). This assignment applies regardless of whether the goods have been resold without or after processing. The Customer remains authorised to collect the claim even after the assignment. The Seller's right to collect the claim itself remains unaffected. However, the Seller will not collect the claim as long as the Customer meets its payment obligations from the proceeds received, is not in payment default and in particular no insolvency proceedings have been filed or payment has been suspended. 

7.4. Processing or transformation of the goods by the Customer is always carried out in the name and on behalf of the Seller. In this case, the Customer's conditional right to the goods continues in respect of the transformed goods. If the goods are processed together with other items not belonging to the Seller, the Seller acquires co-ownership of the new item in the ratio of the objective value of its goods to the other processed items at the time of processing. The same applies in the case of mixing. If mixing occurs in such a way that the Customer's item is to be regarded as the main item, it is agreed that the Customer transfers co-ownership to the Seller proportionately and keeps the sole ownership or co-ownership thus created in trust for the Seller. To secure the Seller's claims against the Customer, the Customer also assigns to the Seller those claims that arise for the Customer against a third party through the connection of the reserved goods with real property; The Seller hereby accepts this assignment.

7.5. The Seller undertakes to release the security held by it upon the Customer's request, provided that the value of the security exceeds the claims to be secured by more than 20%.

8. Liability and Damages

8.1 The Seller is liable without limitation for damages arising from the infringement of life, physical integrity or health caused by intentional or negligent breach of duty by the Seller or its agents, as well as for other damages caused by intentional or grossly negligent breach of duty.

8.2 For damages caused by simple negligence, the Seller is only liable insofar as this negligence concerns the violation of contractual obligations whose performance is necessary for the proper performance of the contract and on whose compliance the Customer may regularly rely (so-called cardinal duties). In this case, however, the Seller's liability is limited to the damage foreseeable at the time of contract formation that is typical for the contract.

8.3 The Seller's liability for simple negligence is furthermore limited per incident to the simple goods value of the affected order. Liability for indirect damages, consequential damages or lost profits is excluded in the case of simple negligence.

8.4 The Seller assumes no liability for defects that are due to faulty, incomplete or technically insufficient data supplied by the Customer. The Seller has no obligation to check the content, spelling or technical nature of customer data, unless this has been expressly agreed as an additional service.

8.5 The Seller points out that a binding assessment of colour accuracy and compliance with industrial tolerances (e.g. according to ISO 12647-7) technically requires the co-ordering and application of a media wedge as well as the creation of an associated test report. If the Customer selects a product without a media wedge and without a test report, delivery is made as uncertified colour printing. In this case, the Seller assumes no warranty or liability for colour accuracy or compliance with specific colour tolerances. Claims regarding colour deviations are excluded for orders without media wedge and test report.

8.6 The provisions of the Product Liability Act remain unaffected.

9. Limitation of Actions

Claims by the Customer against the Seller expire – with the exception of claims regulated under the section "Liability and Damages" – within one year of becoming aware of the facts giving rise to the claim, but at the latest within five years of performance of the service, unless liability is unlimited according to the above paragraph.

10. Set-off and Assignment

10.1 Rights of set-off and performance refusal by the Customer are excluded, unless the Seller does not dispute the underlying counterclaims or these have been finally established.

10.2 Assignment of claims arising from the contract concluded with the Customer by the Customer, in particular assignment of any defect claims by the Customer, is excluded.

11. Indemnification for Infringement of Third-Party Rights

If the Seller is obliged under the contract, in addition to delivery of the goods, to also process the goods according to certain specifications of the Customer, the Customer must ensure that the content provided to the Seller for the purpose of processing does not infringe the rights of third parties (e.g. copyrights or trademarks). The Customer indemnifies the Seller against claims by third parties that they assert against the Seller in connection with an infringement of their rights through the contractual use of the Customer's content by the Seller. The Customer shall also bear the reasonable costs of necessary legal defence including all court and attorney fees in the statutory amount. This does not apply if the infringement of rights is not the Customer's fault. The Customer is obliged to provide the Seller immediately, truthfully and completely with all information necessary for the examination of the claims and a defence in the event of a claim by third parties.

12. Miscellaneous

12.1 This contract and all legal relationships between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the business address of the Seller, unless the order confirmation provides otherwise. 

12.3 All agreements made between the parties for the performance of this contract are set forth in writing in this contract.

13. Severability Clause

13.1 The invalidity of individual provisions of these General Terms and Conditions does not affect the validity of the remainder. Should individual provisions of these General Terms and Conditions be or become invalid, this does not affect the validity of the other provisions. In place of the invalid provision, a legally permissible provision shall apply that comes as close as possible to the meaning and purpose of the invalid provision.