(2) We hereby object to deviating conditions or contractual offers from the user. They become part of the contract exclusively on the basis of any individual agreement made with us. These special terms and conditions of business apply only to entrepreneurs and not towards consumers.
(3) “We” and the operator of the “Printfarm” Internet offeris METAPAPER GmbH & Co. KG, Schulterblatt 58, 20357 Hamburg, Germany
§ 2 General, scope
(1) The special terms and conditions of business apply, in particular, to contracts regarding the use of the Printfarm platform by the provider and the brokering of contracts that the provider concludes via Printfarm.
(2) We can also - at our option - conclude the contract with the customer via Printfarm ourselves and agree with the provider that the provider will supply us with the products / services required for performance with delivery to ourselves or to the customer. The special terms and conditions of business also apply to contracts for the sale and / or delivery of products (hereinafter also collectively: goods) by the provider to us or to customers, regardless of whether the provider manufactures the goods himself or buys them from suppliers (§§ 433, 651 BGB), also for contracts for the provision of services and / or work by the provider for us or the Printfarm customers.
(3) The latest version of the special terms and conditions of business in their scope of validity in a contractual relationship with the provider also applies to all future contracts with the same provider, without we having to refer to them again in each individual case.
(4) Deviating, conflicting or supplementary general terms and conditions of the provider will only become part of the contract if and to the extent that we have expressly agreed to their validity while observing the writing form in the context of an individual agreement. This consent requirement applies in any case, for example, even if we accept the supplier's deliveries without reservation, knowing the general terms and conditions of the provider.
(5) In individual cases, individual agreements made with the provider (including collateral agreements, additions and changes), as well as any deviating terms and conditions of purchase from Printfarm, have priority over these special terms and conditions of business. A contract agreed in writing form or our confirmation in writing form is decisive for the content of such agreements.
(6) Legally relevant declarations and notifications that the provider must submit to us after the contract has been concluded (e.g. deadlines, reminders, declaration of withdrawal) must be in writing form to be effective.
(7) References to the validity of legal regulations are only for clarification. Therefore, even without such a clarification, the statutory provisions apply, unless they are directly changed or expressly excluded in these special terms and conditions of business.
§ 3 Platform and customer contracts
(1) By completing his registration in accordance with the general terms and conditions of business, the provider will have the opportunity to receive customer inquiries received from Printfarm and to submit an offer from us. Registration is free of charge. We are entitled in accordance with the registration but are not obliged, to pass on requests to the provider to submit the offer to the customer. In particular there is no entitlement to the transmission of inquiries, the achievement of minimum sales or other success-related parameters.
(2) Printfarm's aim is to list the most efficient, customer-oriented and reliable suppliers of paper goods and printed matter and to convey business opportunities with such providers. In particular, the consistently reliable and timely response to inquiries and order-related communication is an essential contractual obligation of the provider towards both us as the platform provider and the customer. The following applies:
a) Requests for quotations must be answered to the customer within 48 hours on working days.
b) Order-related customer queries and other order communications, including in particular complaints about defects, must be answered within 24 hours on working days. If a content-related answer is not yet possible, a reaction in writing form with confirmation of receipt of the request and a reasonable period, maximum 7 days, within which the provider will respond to the notification must be given withinå the specified period.
c) If there is an obligation of the provider for supplementary performance due to performance defects, this must be fulfilled no later than 14 days after receipt of notice of defects.
d) Products offered as deliverable must be delivered to the customer within the Federal Republic of Germany within one week at the latest, within the European Union within two weeks from the conclusion of the contract. For products still to be produced by the provider, there is a delivery period of 2 weeks within the Federal Republic of Germany and three weeks within the European Union.
The provider is obliged to inform the customer immediately in writing form if he is unlikely to be able to meet the agreed delivery times or service dates - for whatever reason. If the provider culpably fails to meet the aforementioned deadlines he is obliged to compensate us and the customer for the resulting damage. This does not apply if the provider can prove that they are at no fault for the delay. In addition, the provider is free to agree different delivery times with us or the customer insofar as this is necessary; taking into account the object of the order, in particular the execution, the quantity and the general availability. The precautionary agreement of longer deadlines is prohibited. Bridging can lead to exclusion.
(3) The aforementioned deadlines and regulations of § 3 (2) also apply to orders from the provider by us, regardless of whether the delivery is made to us or to the customer.
(4) The provider is solely responsible for the proper fulfillment of his contractual obligations from contracts that the provider concludes with customers via Printfarm.
(5) The provider undertakes not to circumvent the Printfarm platform. In particular, he undertakes not to submit any offers outside the communication channels of the Printfarm platform to the respective customer, provided that his request for an offer was communicated through Printfarm. In addition, with regards to contracts brokered through Printfarm, the provider undertakes not to request, agree or accept any additional payments outside those that are the subject of the contract brokered via the Printfarm platform.
(6) The provider is solely responsible for ensuring that the offers made available via Printfarm comply with the applicable legal requirements and that, with regard to the contracts brokered through Printfarm, he fulfills all legal obligations that apply to him, in particular (but not exclusively) information and information requirements relating to distance selling and data protection Commitments. We are entitled to take appropriate measures to point out the content responsibility of the provider of his offers / products.
(7) The provider only provides us with such templates, data and other content, the use of which in accordance with the order does not violate the rights of third parties. In particular, the provider must ensure that he has the necessary rights of use for all text and images / photos published on Printfarm and that he respects the provisions of the respective license agreement when using such works. Insofar as we are to process personal data for the provider, the user must ensure compliance with all relevant data protection regulations. The provider releases us from damages, expenses and claims of third parties, which arise due to legal violations of the provider. The exemption also includes the costs of adequate legal defense within the legal scope.
§ 4 Delivery of print farm by the provider
(1) The provisions of this section 4 also apply to our delivery by the provider. This applies to delivery to us and also to contracts in which the provider does not execute the contract with us, but to our customer directly (direct transactions).
(2) Our order for a delivery or service is binding at the earliest with our written confirmation. The provider must notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract is not considered concluded.
(3) The provider ensures that he provides sufficient and adequate communication in relation to the respective service. As far as § 3 (2) above does not apply, the following always applies: Inquiries, queries and other messages from Printfarm must be processed within a reasonable time. The provider also ensures that communications are handled securely on his side, taking legal requirements into account.
(4) Goods are delivered "free delivery" to the location specified in the order. If the destination is not specified and nothing else has been agreed, the delivery or service must be delivered to our headquarters in Stuttgart. The respective destination is also the place of performance (obligation to bring).
(5) For deliveries of goods, a delivery note stating the date (issue and shipping), the content of the delivery (article number and quantity) and our order ID (date and number) must be enclosed. If the delivery note is missing or incomplete, we are not responsible for the resulting delays in processing and payment. Separate from the delivery note, we must be sent a corresponding shipping notification with the same content.
(6) The risk of accidental loss and accidental deterioration of the product passes to us upon delivery at the place of performance. If acceptance has been agreed, this is decisive for the transfer of risk. In addition, the statutory provisions of the contract of employment law apply accordingly to an acceptance. The handover or acceptance is the same if we are in default of acceptance.
(7) The statutory provisions apply to the occurrence of our default in acceptance. However, the provider must also explicitly offer us his service if a specific or determinable calendar time has been agreed for an action or participation on our part (e.g. provision of material). If we are in default of acceptance, the provider can demand reimbursement of his additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract concerns an unacceptable item to be produced by the provider (custom-made), the provider is only entitled to further rights if we are obliged to cooperate and are responsible for the failure to cooperate.
(8) Printfarm can request changes to the contractual services at any time. The provider can object to the change request if it is unreasonable for him to implement the change request. The provider will submit a new contract offer to Printfarm for these additional and more extensive services, while preserving the writing form. The additional service may only be provided after a separate individual contract for these services has been concluded. Services of the provider that do not meet these requirements will not be remunerated. If no agreement is reached, Printfarm can extraordinarily terminate the contract if Printfarm considers it unreasonable to honour the contract without the requested change.
(9) Services are only remunerated after the service has been rendered in full, unless otherwise agreed. If the parties agree to make partial payments, these will only be made after the respective partial service has been rendered in full. Agreed due dates remain unaffected.
(10) When carrying out indent transactions, the provider must carefully store two samples of the delivered goods and deliver them over to us at our request, in particular,to further clarify claims for defects.
§ 5 Deadlines, delays
(1) If the provider does not provide his service to us or does not provide it within the agreed delivery time or service period or if he is in default, our rights - in particular the right to withdraw and compensation - are determined in accordance with the statutory provisions. The regulations in paragraph 2. remain unaffected.
(2) If the provider is in arrears with a delivery to us, he owes us a contractual penalty of 1% of the net price of the total service of the provider, which is affected by the delay, per completed calendar week, but in total not more than 5% of the net price of the delayed service. We are entitled to demand the contractual penalty in addition to the fulfillment and as a minimum amount of compensation owed by the provider in accordance with the statutory provisions; the assertion of further damage remains unaffected. If we accept the late performance, we will claim the contractual penalty at the latest with the final payment.
(3) Our other claims and rights remain unaffected. In particular, the provider incurred all damage that we incur due to the supplier's performance defects vis-à-vis the customer, in particular also defects, incorrect, insufficient or late delivery in the context of third-party business.
§ 6 Prices and terms of payment
(1) The price / remuneration specified by the provider in the offer is binding upon acceptance of the offer. All prices and remuneration are inclusive of statutory sales tax, if this is not shown separately.
(2) Unless otherwise agreed in individual cases, the price of the provider includes all services and ancillary services of the provider (e.g. samples, processing effort, materials) as well as all ancillary costs as well as transportation.
(3) Invoices from the provider to us are due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice.
(4) If we make payment to the provider within 14 calendar days, the provider grants us a 2% discount on the net amount of the invoice.
(5) The provider is bound to agreed fixed prices and to his cost estimate made before the contract is concluded;
(6) If a fixed price for a service has been agreed, the provider must provide this in full at the agreed price. Additional expenses for the full provision of agreed services are borne by the provider. Additional claims are excluded.
§ 7 Brokerage commission
(1) The provider owes us a fee for arranging contracts with customers via Printfarm. The amount of the remuneration is determined by a percentage of the order volume and is agreed separately with the provider. The commission rates agreed in each case apply to all customer transactions brokered through Printfarm, unless something different has been agreed in individual cases while observing the writing form. Commission is payable on all sales made through Printfarm through the provider, regardless of how the customer is billed.
(2) Our commission is due with the invoice to the provider and paid within 14 - 30 days (depending on the payment method) from the date of invoice. The basis for the calculation of the commission is the order value processed via Printfarm plus any due sales tax . The provider must inform us immediately, at the latest within 48 hours, of invoicing the respective service to the customer, while observing the writing form, if the order value calculated for the delivery or service mediated by Printfarm deviates from the actually invoiced volume at our expense, especially if the provider has charged the customer a higher amount, for example due to subsequent changes.
(3) If a provider violates the obligation to correctly and completely settle the contracts concluded via Printfarm, we are entitled to exclude the provider from all transactions via Printfarm with immediate effect. The provider remains obliged to pay any underpaid commissions immediately. All our further claims and rights remain unaffected.
§ 8 Payment processing via print farm
(1) Payment for deliveries and services that have been conveyed to the provider via Printfarm can be made using various payment methods.
(2) The settlement for brokered deliveries and services will usually be done via a payment partner. In this case, the provider instructs us with the conclusion of the contract by selecting this option to issue an invoice to the respective customer in the name and on behalf of the provider, whereby the payment must be made directly to the payment partner. In this case, the payment partner is irrevocably commissioned to deduct the commission due to us from the received payment amount plus any sales tax due and to pay it to us and to pay the remaining amount to the provider.
(3) The provider instructs Printfarm to prepare the information required for payment processing via the payment partner, in particular the consecutive invoice number to be used and all invoice amounts, and to transmit it in the form intended for this purpose.
(4) The provider is solely responsible for payments not made through Printfarm.
§ 9 Rights of use
(1) Printfarm is exclusively entitled to use rights to work results, documentation, reports, data and other works arising from the implementation of this contract. The contractor is entitled to keep one or, if necessary, several copies of the aforementioned material to prove the services he has provided. The provider is not entitled to any other rights, in particular the right to reproduce or distribute this material. Original material must be handed over to Printfarm and - if legally possible - also transferred. Our right of use also includes the right to transfer our rights of use to third parties or to license them to third parties. Our right of use also includes the right to edit. Materials to be provided to us are to be provided in a condition that can be revised without technical protective measures.
(2) Printfarm becomes the owner of all documents and work results supplied by the contractor and created within the framework of this contract. He receives an exclusive, irrevocable, transferable right of use, unlimited in terms of time, place and content, for all types of use, based on these and other results and unprotected knowledge resulting from the cooperation. These include, in particular, the right to reproduce the distribution, the exhibition, the lecture, the demonstration, the right to reproduce it through image and sound carriers, and the right to edit and redesign.
(3) If existing commercial property rights, copyright or unprotected knowledge (know-how) of the provider are used within the scope of the fulfillment of this contract and these are necessary for the exploitation of the work result by Printfarm, Printfarm receives the commercial property rights, the copyrights as well as the unprotected Knowledge (know-how) and a non-exclusive right of use. This includes all, in particular, the types of use mentioned under paragraph (1) above.
(4) The provider guarantees that all services provided are free of third-party rights. If this is not the case, he must contractually agree with the authors that he is able to grant the aforementioned rights. He releases Printfarm from all third-party claims that are directed against Printfarm due to the violation of rights to the services provided by the provider.
(5) The provider will immediately notify Printfarm of all inventions or other protectable results that arise in connection with the services provided for Printfarm and provide it with all the necessary information. All inventions can be transferred to Printfarm. If Printfarm is not interested in registering an invention for industrial property rights, it transfers the invention back to the provider. At Printfarm there remains a simple, free, unlimited right of use.
§ 10 Confidentiality and data protection
(1) The provider is obliged to treat all non-obvious technical, commercial and organizational details that become known to him through the business relationship with Printfarm as business secrets and to neither exploit them for the duration or after the termination of this contract, nor to make them accessible to third parties. Recording is only permitted if the purpose of the contract requires it.
(2) The provider is obliged to comply with all data protection regulations in the currently applicable version and will observe them.
(3) The above provisions of this § 10 also apply directly to such information and data that the provider receives in connection with or on the occasion of his contractual relationship with Printfarm in relation to the customers. In the case of third-party business, the provider undertakes to us to store, use or pass on the information of the customer that has become known to him on the occasion of the service only for the provision of his service to us and under no circumstances for other purposes, in particular for advertising purposes.
§ 11 Defective delivery
(1) The following provisions of this Section 11 apply to deliveries and services provided by the provider to us:
(2) The statutory provisions apply to our rights in the event of material and legal defects in the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) or the service and in the event of other breaches of duty by the provider, unless otherwise specified below.
(3) According to the legal regulations, the provider is particularly liable for the delivery of goods and that the goods have the agreed quality when the risk passes to us. In any case, those product descriptions that are the subject of the respective contract - in particular by designation or reference in our order - or are included in the contract in the same way as these special terms and conditions of business are considered to be an agreement on the quality. It makes no difference whether the product description comes from us, from the supplier or from the manufacturer.
(4) When providing services, the provider is responsible for ensuring that the service is provided and made available, taking technical care into account and in accordance with the statutory provisions, free of our contractual use of conflicting third-party rights. Individual performance requirements, such as those that have become the subject of the order, apply with priority.
(5) The statutory provisions (§§ 377, 381 HGB) apply to commercial inspection and notification of defects, with the following stipulation: Our inspection obligation is limited to defects that become apparent during our incoming goods inspection with external inspection, including the delivery documents, and with our quality control in the sampling process (e.g. transport damage, wrong and short delivery). If acceptance has been agreed, there is no obligation to examine. In addition, it depends on the extent to which an investigation is feasible, taking into account the circumstances of the individual case, in the ordinary course of business. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our complaint (notification of defects) is deemed to be prompt and timely if it is received by the provider within 21 working days. In the case of deliveries in third-party business, inspection and notification obligations are excluded unless the delivery is made to entrepreneurs.
(6) If the provider does not meet his obligation to remedy the defect - at our option by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by us, we can remedy the defect ourselves and the supplier can replace it with the required expenses or a corresponding advance payment. If the supplementary performance by the provider has failed or is unreasonable for us (e.g. due to particular urgency, endangering operational safety or impending disproportionate damage), no deadline is required; We will inform the provider of such circumstances immediately, if possible in advance.
(7) In addition, we are entitled to a reduction in the purchase price or to withdraw from the contract in the event of a material or legal defect in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses according to the statutory provisions.
(8) The place of fulfillment for supplementary performance or rectification is our place of business, whereby we are entitled to designate another place (for example, place of superiority of the matter or place of business of our customer).
(9) The contractor acknowledges that the delivery or service provided by him for Printfarm may be used in the customer relationship between Printfarm and its customers. The contractor shall take this circumstance and the resulting requirements with regard to the delivery or service, insofar as they are known or must be known, into account. The contractor releases Printfarm from all costs, damages and expenses that arise from the fact that Printfarm is held responsible to Printfarm's customers due to defective delivery or performance of the provider.
§ 12 Subcontractor / minimum wage
(1) The provider is liable to Printfarm for the fault of the subcontractors and vicarious agents it engages as well as for its own fault.
(2) The contractor assures that he will ensure that he, each of his subcontractors and other subcontractors in the entire chain meet the legal requirements for minimum wages for their employees.
§ 13 Permanent obligations
(1) Subject to an expressly different agreement, we are entitled to terminate the contract with a period of 2 weeks. We have an unlimited right of termination in accordance with 648 BGB for work services and work supply contracts.
(2) If an automatic renewal has been agreed for long-term obligations, the contractual partner undertakes to inform us of the automatic renewal in writing form at least two weeks before the agreed notice period expires. The supplier grants us a special right of termination in the event that he has not informed us in writing in good time of the upcoming extension. We are entitled to the special right of termination from the time of the failure to notify up to four weeks after receipt of the invoice for the benefits of the extension period and we must exercise this in writing form. If we exercise our special right to terminate, our obligation to remunerate for the services of the extension period, also excluding enrichment claims by the supplier, lapses.
(3) Changes in prices and conditions in the context of permanent obligations require our consent, at least in writing form.
§ 14 Choice of law and place of jurisdiction
(1) Rights of retention of the provider are excluded. The provider must return the hardware, information, data carriers, documents or other materials provided by us at any time, if we so wish. If we have an obligation to surrender such items to the provider, this does not conflict with our return request. Rather, in this case we are responsible for the consequences that arise from the return, unless there are serious reasons for the return for which the provider is responsible, in particular improper use or the breach of confidentiality obligations.
(2) For this special terms and conditions of business and all legal relationships between us and the provider, the law of the Federal Republic of Germany applies, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods.
(3) If the provider is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship is our place of business in Hamburg. However, we are also entitled to file suit at the place of performance of the delivery obligation.
(4) The possible ineffectiveness of individual provisions of this special terms and conditions of business does not affect their effectiveness.