General terms and conditions of sale
1. Scope of application
1.1 The commercial relationships between bannerstop GmbH, Habsburgerring 1, 50674 Cologne, Germany (hereinafter referred to as 'banderolestop'), represented by the managing directors Luca Philip Oertel, Marius Lüxmann, Niclas Waldecker, and the customer are exclusively governed by these General Terms and Conditions of Sale in their version in force at the time of the conclusion of the contract.
1.2 The general terms of the customer or third parties apply only if and to the extent that banderolestop expressly acknowledges their validity in writing.
1.3 The sale of our products and all other services covered by these GTC are exclusively intended for professional customers with their registered office or residence in France, Switzerland, Belgium, or Luxembourg. A 'professional customer' in the sense of these GTC is any natural or legal person, public or private, acting for purposes that fall within the scope of their commercial, industrial, artisanal, liberal, or agricultural activities, including when acting on behalf of or for the account of another professional.
2. Conclusion of the contract / Ordering process
2.1 In the event that you place an order online, the 'Order' button allows you to confirm your order, which then becomes final, and a contract is concluded. We will subsequently confirm the receipt of your order by email.
2.2 Here you will find a detailed description of the online ordering process: order processing
2.3 banderolestop sends the customer the order details as well as the GTC with the order confirmation email. The GTC can be viewed and downloaded by the customer at any time under the link below.
2.4 banderolestop reserves the right to refuse an order if it believes that its order book on the day of the order will not allow it to fulfill the order under the conditions set by the customer. banderolestop also reserves the right to refuse any order for products that convey a message inciting and/or glorifying violence, racial, religious, or ethnic hatred, as well as any other criminally punishable behavior.
3. Prices / payment terms / late payment
3.1 Prices are quoted net in EUROS, excluding VAT at the legal rate in force on the day of invoicing, and are to be paid immediately after invoicing. Payments are only considered made from the moment banderolestop can actually dispose of their amount in its accounts.
3.2 Customs duties and other taxes, levies, and related fees applicable under regulations in force outside the Federal Republic of Germany are the responsibility of the customer. In the case of delivery, customs duties or other taxes included, the indicated price is based on the rates in force at the time of the order. It corresponds to the actual costs. Any VAT that may be due will be charged additionally. You can consult the details of shipping costs here.
3.3 The customer may not invoke legal compensation or a right of retention against banderolestop unless they are based on an undisputed counterclaim or confirmed by a judgment that has become final.
3.4 Any amount not paid by the due date indicated on the invoice automatically incurs penalties from the day following the payment date stated on said invoice, equal to the most recent interest rate applied by the European Central Bank to its refinancing operation, increased by 10 percentage points. In addition to these late payment penalties, banderolestop reserves the right to request from the customer a flat-rate compensation for collection costs of €40, as set by decree. However, banderolestop may request additional compensation, upon justification, when its damage due to the delay is actually higher.
4. Retention of title
banderolestop retains ownership of the goods sold until full payment of the principal and ancillary price is made. The failure to pay any of the installments may lead to the reclamation of these goods, which must be identifiable in the customer's stock. However, the customer assumes, from the time of delivery, the risks of loss or deterioration of these goods as well as the liability for any damages they may cause.
5. Delivery / delay
5.1 Delivery costs are borne by the customer.
5.2 banderolestop has the right to make partial deliveries if the customer agrees.
5.3 banderolestop delivers to all EU countries and Switzerland.
5.4 Unless expressly agreed otherwise, delivery times are given as indicative and begin to run from the validation of the printing data by the customer.
5.5 banderolestop can only comply with the delivery times if it has all the necessary data and information for the execution of the order and has received all payments from the customer within the indicated deadlines. The delivery time is extended accordingly if the above conditions are not met within the deadlines indicated by banderolestop. The delivery time is deemed respected if the shipment is ready to be dispatched within the agreed time and if a corresponding notification has been sent to the customer.
5.6 If banderolestop is unable to make its deliveries and services within the agreed deadlines due to a force majeure event, a strike, a social movement, a lockout, a fire, natural disasters, transport disruptions, intervention by public authorities, delays in the delivery of essential raw and auxiliary materials affecting banderolestop or its suppliers, the delivery time is extended accordingly.
5.7 If banderolestop is unable to meet firm delivery deadlines for reasons beyond its control (unavailability of the service), the buyer will be immediately informed and the new expected delivery time will be communicated to them. If the service is not available by the expiration of the new delivery time, banderolestop has the right to terminate all or part of the contract, with any payment already made by the buyer being immediately refunded. A case of unavailability of the service is considered to be the impossibility for banderolestop to procure in a timely manner from its suppliers, particularly when banderolestop has entered into a supply contract corresponding to the service to be provided to the customer, that neither banderolestop nor its suppliers are at fault, and that banderolestop is not obliged due to other agreements to proceed with the procurement.
5.8 If banderolestop has not delivered within the agreed deadlines, banderolestop is only considered in default after an unsuccessful reminder and the expiration of a reasonable additional period, which has remained ineffective.
5.9 Damages owed to the customer due to a delay in delivery are limited to 2% of the invoiced value of the delayed service for each completed week of delay, and in total to a maximum of 15% of the value of the delivery. banderolestop reserves the right to prove that the buyer has not suffered any damage or that this damage is less than the aforementioned flat rate.
5.10 In the event of the customer's failure to fulfill its obligation to take delivery of the goods or any other obligation to cooperate, banderolestop may claim damages, including reimbursement of costs incurred due to the customer's default, without prejudice to any other recourse. Furthermore, the risk of loss or accidental deterioration of the goods immediately passes to the customer.
5.11 If it has been agreed that the customer organizes the delivery or collection of the goods and fails to do so on the agreed date, banderolestop will be released from its delivery obligation by storing the goods and taking out insurance at the customer's expense and risk.
6. Transfer of risks
The risk of loss or accidental deterioration is transferred to the customer upon handing over the goods to the carrier, and at the latest upon leaving the factory, whether the goods are shipped from the place of performance or not and regardless of which party bears the transport costs. The customer is obliged to immediately inform the carrier of any damage related to transport. If the shipment is delayed for reasons attributable to the customer, the risk is transferred to the customer from the notification of the availability of the goods for shipment.
7. Legal warranty/nature of the goods
7.1 The legal provisions regarding non-conforming delivery apply subject to the following provisions:
7.2 If the goods have a defect in conformity at the time of the transfer of risks, the customer is obliged, under penalty of forfeiture of its rights, to report this defect in writing to banderolestop, specifying the nature of this defect, within a maximum period of two weeks from the day it was discovered or should have been discovered. In the case of an unfounded claim, banderolestop reserves the right to demand reimbursement of the costs incurred by this request.
7.3 Initially, banderolestop has the choice between repairing the defect or making a subsequent delivery of conforming goods; the customer being informed of banderolestop's choice by written notification (which may be communicated by fax or email) sent within five working days following banderolestop's receipt of the customer's defect notification.
7.4 If the repair ultimately fails, particularly if the non-conformity cannot be eliminated or circumvented despite several attempts at repair, or if the subsequent repair of non-conformities is excessively delayed or definitively refused by banderolestop, the customer has the choice between (1) declaring the contract resolved in order to return the goods and be refunded the price and (2) reducing the price proportionally to the difference between the value that the goods actually delivered had at the time of delivery and the value that conforming goods would have had at that time.
7.5 Any other recourse of the customer, particularly for the payment of damages, is excluded.
7.6 Any minor differences regarding color, material thickness, etc. caused by technical constraints do not constitute a defect in conformity.
8. Termination
8.1 banderolestop may terminate the contract if its execution becomes impossible for reasons beyond its control. In this case, the client may request a refund of the necessary expenses incurred by them in connection with their order, unless they are able to reuse the elements prepared for the order within a reasonable time.
8.2 Without prejudice to any other remedy, banderolestop may also terminate the contract in the event of the client's breach of its contractual obligations, particularly if the client fails to cooperate, one month after a formal notice that remains unsuccessful.
9. Intellectual property rights
9.1 The client guarantees that the content provided to banderolestop, on which the order is based, is not subject to any claims from third parties and/or that the client has the necessary rights of use and exploitation for the execution of the order. banderolestop is not liable for the infringement of third-party intellectual property rights for goods delivered that were designed by the client or manufactured from a drawing or other elements provided by the client. The client agrees to indemnify banderolestop.
9.2 The client guarantees and holds banderolestop harmless from any action and any claim regarding the rights referred to in Article 9.1 and agrees to indemnify it – upon first request – for all consequences resulting from any action brought by third parties who consider themselves harmed by the printing, dissemination, and, in general, by the use of the ordered products.
10. Liability
10.1 The party invoking a failure by the other party must take reasonable measures, given the circumstances, to limit the damages resulting from the failure. If it neglects to do so, the defaulting party may request a reduction in damages equal to the amount of damage that could have been avoided.
10.2 banderolestop shall not be liable for indirect, consequential, and unforeseeable damages at the time of the conclusion of the contract. This notably excludes compensation for financial or commercial loss, lost profits, loss of business, loss of a chance, turnover, profit or expected savings, loss of customers, damage to image, or increased overhead costs.
10.3 In any case, banderolestop's total liability under an order, for all causes combined, cannot exceed the total value excluding taxes of said order.
10.4 The above limitations of liability also apply to the employees, representatives, and agents of banderolestop regarding their personal liability.
10.5 The provisions of this section, which allocate risk between the parties, are essential for banderolestop, as the proposed and agreed compensations reflect this risk allocation and the resulting limitation of liability.
11. Retention of materials provided by the client
11.1 The materials (paper, films, information supports, models, raw materials, printing plates, etc.) entrusted to banderolestop by the client are retained by banderolestop on behalf of and at the client's risk.
11.2 After the delivery of the goods, the materials provided by the client to banderolestop for the execution of the order will only be retained by banderolestop if their storage has been expressly agreed upon between the parties.
12. Final provisions
12.1 Any modification of this contract requires a written form to be valid. The same applies to any modification of this clause requiring written form.
12.2 Any question relating to these general terms and conditions of sale as well as to the sales they govern will be governed by French law, including the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).
12.3 In the absence of an amicable agreement, any dispute relating to the contract, its interpretation, and its execution will be under the exclusive jurisdiction of the Commercial Court of Nantes, even in the case of incidental requests, calls for guarantee, or plurality of defendants. However, banderolestop reserves the right to take action before the court in the jurisdiction where the client has its registered office.
12.4 The place of performance for all contractual and legal obligations of the parties is the registered office of banderolestop.
12.5 In the event that a clause is or becomes totally or partially null or unenforceable, the other provisions will not be affected. The same applies in the event of any gap in the contract.
Version of 23/02/2018
Information regarding the right of withdrawal (valid only for non-professional end consumers)
The following information on the right of withdrawal and the standard withdrawal form accessible via the following hyperlink (withdrawal form) is only valid for contracts between bannerstop GmbH (banderolestop) and non-professional end consumers. It is recalled that the product range of bannerstop GmbH (banderolestop) is exclusively intended for professional clients. Those considered as 'professionals' within the meaning of these GTC are any natural or legal person, public or private, acting for purposes falling within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, including when acting on behalf of or for the account of another professional (Preliminary Article of the Consumer Code). It is specified that the following information regarding the right of withdrawal is only available on this page as it constitutes one of the conditions for participation in the Google Shopping program.
Right of withdrawal
You have the right to withdraw from this contract within fourteen days without having to justify your decision.
The withdrawal period of fourteen days starts from the date on which you or a third party designated by you, other than the carrier, took possession of the goods.
To exercise your right of withdrawal, you must notify your decision to withdraw by sending an unambiguous declaration, for example by postal mail, by fax, or by email, to: bannerstop GmbH, Habsburgerring 1, D-50674 Cologne, tel: 02 49 88 05 59, email: [email protected] To do this, you may use the attached standard withdrawal form, but this is not mandatory.
To comply with the withdrawal period, you must send us your withdrawal declaration before the expiration of the aforementioned period.
Effects of withdrawal
In the case of a valid withdrawal, we will refund all payments received from you, including delivery charges (except for additional charges resulting from your choice of a delivery method other than standard delivery) without delay and at the latest within fourteen days from the day we became aware of your withdrawal declaration. We will proceed with the refund using the same payment method you used, unless we expressly agree on a different payment method. The refund is free of charge for you.
We will take back the goods. The return costs are at our expense. You may be held responsible for any depreciation of the goods resulting from handling other than that necessary to establish the nature, characteristics, and proper functioning of the goods.
Withdrawal form
If you wish to withdraw from this contract, please fill out this form and return it to us.
à
bannerstop GmbH
Habsburgerring 1
50674 Cologne
Germany
Email: [email protected]
I/we hereby notify of my/our withdrawal from the contract concerning the sale of the following products/provision of the following services
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Ordered on (*) ____________ / received on (*) __________________
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Name of the consumer(s)
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Address of the consumer(s)
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Signature of the consumer(s) (only in case of notification in paper form)
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Date
(*) Cross out the unnecessary mention
