General Terms and Conditions

1. Scope

1.1           The following General Terms and Conditions (GTC) are an integral part of all agreements with:

 

INTERMAIL AG

VORSTAND
PHILIPP SCHLANSTEDT (Vorsitzender)
MAXIMILIAN SCHLANSTEDT
MORITZ SCHLANSTED

AUFSICHTSRAT
CHRISTIANE SEIBERT-SCHLANSTEDT (Vorsitzende)

Flughafenstraße 9 in 64347 Griesheim

Phone +49 (6155) 8225-0 Fax +49 (6155) 8225-222

Darmstadt Local Court HRB 104069

VAT ID No. DE 814107425

 

1.2           Any verbal collateral agreements and deviating agreements must be made in writing. If an agency or a list broker is involved as a representative on the part of the address provider (address owner) or the address user when the contract is concluded, the Quality and Performance Standards (QuLS) of the DirectMail Services and Listbroker Councils of Deutscher Direktmarketing Verband e.V. (DDV) shall apply in addition, as well as the Listbroking Trade Practice.

The same shall apply if an agency or a list broker becomes a direct contractual partner.

 

1.3           Any general terms and conditions of the contractual partner that conflict with or deviate from the following provisions shall not apply. The following terms and conditions shall also apply exclusively if the Contractor performs the delivery and services without reservation in the knowledge of terms and conditions of the Contractual Partner that conflict with or deviate from the following terms and conditions.

 

1.4           The following terms and conditions of sale shall apply only to companies within the meaning of Section 310 (1) of the German Civil Code (BGB).

 

2. Contract conclusion

The agreement with the Client shall only come into effect upon receipt of the order confirmation or upon execution of the order.

 

3. Prices, payment modalities

 

3.1           The prices quoted in the offer, the payment terms or, in the absence thereof, the prices in the current price list or the order confirmation shall apply. In the case of extensive orders, we shall be entitled to issue partial invoices before completion of the entire order in accordance with the partial services rendered. Insofar as shipping and postage costs are invoiced via the contractor, they shall be invoiced separately and shall be payable net immediately by way of advance payment, at the latest three days before the scheduled shipping date without deduction.

 

3.2           If special difficulties arise due to the nature of the material to be processed, which increase the agreed or usual expenditure and which were not foreseeable at the time of conclusion of the agreement and if the Contractor is not responsible for this, an appropriate price surcharge for additional expenditure may be demanded.

 

3.3           Unless otherwise stated, the prices and other charges indicated do not include the statutory value-added tax applicable at the time.

 

3.4           Invoices with a value of less than EUR 100 are charged with an administration fee of EUR 15.

 

3.5           INTERMAIL will charge a commission of 1% of the advance payment, but at least EUR 5.00 per transaction, for customs duties and taxes paid.

 

 

4. Delivery, delay

4.1           The agreement of delivery dates or delivery requirements must be in writing.

 

4.2           Compliance with the delivery obligation requires the proper fulfillment of the Client’s obligations. This includes the clarification of all technical questions. Furthermore, the Client shall provide the Contractor with all documents necessary for the execution of the order as well as material to be provided by the Client in due time or on the agreed delivery date. The same shall apply to the timely prepayment of postage in accordance with Section 3.1.

The objection of non-fulfillment of the agreement remains reserved.

 

4.3           If the Client is in default of acceptance or culpably violates other duties to cooperate, the Contractor shall be entitled to be compensated for the damage incurred by it in this respect, including any additional expenses.

 

4.4           Insofar as the prerequisites regulated in the above Section 4.3 are given, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the ordering party at the point in time at which the ordering party is in default of acceptance or debtor’s delay.

 

4.5           The agreed delivery period shall be deemed to have been complied with if, on the day of handover to the carrier or shipping company, the period has not yet expired.

 

5. Lettershop and dispatch services

5.1           The packing and delivery of shipments is carried out in the manner customary in the industry.

 

5.2           In view of the daily receipts, the Contractor cannot check the quality or quantity of the materials to be provided by the Client. In particular, the Contractor shall not be obliged to examine whether the materials to be supplied by the Client also meet the requirements requested by the Client.

 

5.3           Any costs incurred due to incorrect delivery of materials shall be borne by the Client, unless the Contractor is responsible for them in accordance with the provisions of Sections 5.1 and 7.

 

5.4           No liability shall be assumed for the printed matter or other materials as well as addresses and card indexes provided to the Contractor for processing unless the Contractor is guilty of intent or gross negligence. In such cases, liability shall be limited to compensation for the damage foreseeable at the time of conclusion of the contract.

 

5.5           If the materials delivered to the Contractor or the products to be transported are to be insured against fire, theft, loss or other cases of damage, the Client shall take out such insurance itself.

 

5.6           The Client shall be informed of any remaining material, provided that the quantities involved are not insignificant in view of the order. Remaining material will only be returned – freight collect – upon the Client’s express request. Otherwise, the Contractor shall be entitled to destroy the remaining material after prior notification to the last known customer address 30 days after the order has been processed.

 

5.7           Surpluses and shortages of goods in stock are determined annually within a stocktaking and cleared against each other according to a common basis of assessment (purchase invoice value of the customer) for each group of goods. The balance is carried forward but cleared annually. The inventory is requested by the customer

 

 

6. Third-party services

The Contractor shall be entitled to use the services of third parties for the provision of the commissioned services in compliance with the provisions of the German Federal Data Protection Act (BDSG).

 

 

7. Guarantees, liability

7.1           The Contractor does not give any guarantee for a certain quality or other properties of the services rendered. The warranty claims remain unaffected.

 

7.2           Liability for the services rendered shall be assumed in the event of a breach of material contractual obligations in the event of any fault and otherwise in the event of willful intent or gross negligence.

 

7.3           The Contractor shall only be liable for slight negligence in cases of injury to life, body, or health due to conduct for which it is responsible, as well as for claims under the Product Liability Act.

Insofar as there is no intentional breach of duty, liability shall be limited to the foreseeable damage typical for the contract.

 

 

8. Warranty

8.1           Should any statutory warranty claims arise in connection with the provision of the services, these shall become statute-barred within one year after the transfer of risk. The Contractor reserves the right to choose between subsequent improvement and subsequent delivery within the scope of subsequent performance. The obligation to give notice of defects according to Section 377 of the German Commercial Code (HGB) shall also apply to work performances. In addition, the enforcement of claims for liability for defects shall be dependent on these being reported in writing within one week of them first being identified.

 

8.2           If an agreement is executed by several deliveries, each individual delivery must be examined and, if necessary, objected to within the stated period.

 

 

9. Data processing

For the processing, use and storage of data and the procurement of addresses and their use, the legal template of the BDSG applies accordingly in the current version. Furthermore, the declarations of commitment (data processing, lettershop processing and data processing for list brokers) and the quality and performance standards (QuLS) for the DirectMail Services and Listbroker Councils of the Deutscher Direktmarketing Verband e.V. (DDV) shall apply accordingly.

 

 

 

 

10. Retention of title

10.1         The delivered goods remain the property of the Contractor until full payment of the purchase price.

 

10.2         The processing or transformation of the delivery items by the Client shall always be carried out on behalf of the Contractor.

 

10.3         If the delivery items are processed with other objects not belonging to the Contractor, the Contractor shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed objects at the time of processing. In all other respects, the same shall apply as for the objects delivered under reservation of title.

 

10.4         If the Contractor’s property is inseparably mixed with other objects not belonging to the Contractor, the Contractor shall acquire co-ownership of the new item in the ratio of the value of the object of sale to the other mixed objects at the time of mixing. If the mixing takes place in such a manner that the Client’s item is to be regarded as the main item, it shall be deemed agreed that the Client shall transfer co-ownership to the Contractor on a pro rata basis. The Client shall keep the resulting sole ownership or co-ownership for the Contractor.

 

10.5         The Contractor undertakes to release the securities to which it is entitled at the Client’s request to the extent that the realizable value of the Contractor’s securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released shall be incumbent upon the Contractor.

 

 

11. Transfer of risk, shipping

11.1         Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.

 

11.2         A shipment shall always be made for the account and at the risk of the Client. This also applies if it is carried out with the Contractor’s own means of transport.

 

11.3         If the shipment is delayed for reasons for which the Client is responsible, the risk shall pass to the Client upon notification that the goods are ready for shipment.

 

 

12. Final provisions

12.1         Place of performance is the registered office of the Contractor.

 

12.2         The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded, even insofar as it has become domestic law.

 

12.3         The place of jurisdiction shall be the registered office of the Contractor if both parties to the legal dispute are merchants, legal entities under public law or special funds under public law.

 

12.4         Should one or more clauses of these GTC be or become invalid or should the agreement contain a loophole, the validity of the remaining provisions shall remain unaffected. The invalid or missing provisions shall be replaced by the respective statutory provisions.

 

Griesheim, March 2022