General Terms and Conditions for Print-on-Demand Services
Scope of Application
All orders placed by customers with the print fulfilment/print-on-demand service Posterflow GmbH (hereinafter referred to as the “Provider”) shall be governed exclusively by these General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) in the version incorporated at the time the order is placed. Any conflicting or deviating general terms and conditions of the customer shall not apply unless the Provider expressly agrees to their applicability.
Contracts incorporating these Terms and Conditions shall be concluded exclusively with entrepreneurs within the meaning of German law.
Individual orders placed under these Terms and Conditions constitute contracts for the manufacture and supply of movable goods with the legal consequences of sales contracts pursuant to Section 650 (1), sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch – BGB).
Conclusion of Contract
The customer may place orders via a web form or via the Provider’s API, both of which are hereinafter jointly referred to as the “Platform”.
The Provider shall send the customer an automatic acknowledgement of receipt by email, in which the customer’s order is listed again and which the customer may print out. The automatic acknowledgement of receipt merely confirms that the customer’s order has been received by the Provider and does not constitute acceptance of the customer’s offer.
The contract shall only be concluded when the Provider issues a declaration of acceptance, which shall be sent in a separate email in the form of an order confirmation. In this email or in a separate email, but no later than upon delivery of the goods, the contractual documents, consisting of the order, these Terms and Conditions and the order confirmation, shall be provided to the customer on a durable medium, such as by email or printed copy (“Contract Confirmation”). The contractual documents shall be stored in compliance with applicable data protection requirements.
Deadlines and Delivery Dates
Delivery times stated by the Provider shall be calculated from the date of the Provider’s order confirmation, provided that any agreed advance payment has been received.
If a due invoice has not been paid, the Provider shall be entitled to suspend the processing of further orders until the outstanding invoice has been paid in full.
Prices and Shipping Costs
All prices stated on the Provider’s website are exclusive of the applicable statutory value-added tax.
Shipping costs shall be borne by the customer.
The risk of accidental loss of or accidental damage to the goods shall pass to the customer upon handover of the goods to the carrier.
Payment
All prices stated on the Provider’s Platform are exclusive of the applicable statutory value-added tax. Unless otherwise agreed, payment shall become due upon conclusion of the contract and must be made within 14 days.
If the customer fails to make payment within 30 days after the payment becomes due and the invoice has been received, the customer shall automatically be in default without the need for a reminder pursuant to Section 286 (3) BGB. The Provider’s right to place the customer in default before the expiry of this period shall remain unaffected.
If the customer is in default of payment, the customer shall owe default interest at a rate of nine percentage points above the applicable base interest rate pursuant to Section 288 (2) BGB.
In the event of payment default, the Provider reserves the right to suspend the processing of further orders until all due and outstanding claims have been settled in full. The Provider reserves the right to claim any further losses or damages caused by the delay.
Requirements for Printed Products
The agreed printing service shall be carried out in accordance with the print files uploaded by the customer and the settings transmitted via the Platform, including quantity, format and other specifications.
The Provider shall not be obliged to review, correct or edit the content or technical properties of the submitted print files. In particular, the Provider shall not be obliged to identify or correct any of the following:
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insufficient image resolution;
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missing or insufficient bleed margins;
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incorrect page sizes, aspect ratios or formats;
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the use of incorrect colour profiles or fonts that have not been embedded;
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content-related errors, spelling mistakes or other design deficiencies in the print files.
Colour variations between a digital preview and the physical printed product that are unavoidable in the printing process, as well as customary variations in margins and cutting tolerances of up to ±2 mm, shall not constitute a defect, provided that they do not exceed the degree customary for printed products.
The customer shall bear the risk associated with defective or unsuitable print data. The Provider shall not be obliged to provide subsequent performance or replacement products where the defect in the printed product results from defective print files, unless the defect is attributable to the Provider.
Before placing orders for larger quantities, and in particular before submitting automated series orders via the API interface, the customer shall be responsible for first placing a sample order. Based on the sample received, the customer shall review the print data and settings and make any necessary adjustments.
Platform Availability
The Provider shall make the Platform and the API available within the limits of its technical and operational capabilities. However, the Provider does not guarantee that the Platform or API will be available at all times without interruption, disruption or errors.
The Provider shall be entitled to temporarily restrict or suspend the Platform or API, either in whole or in part, for maintenance work, updates, data backups, capacity expansions or other technical measures.
Where reasonably possible, planned maintenance work and other scheduled periods of unavailability shall be communicated to the customer in advance. During such periods, the customer shall have no entitlement to use the Platform or API.
Warranty and Notification of Defects
The warranty period shall be 12 months from the date of delivery of the goods.
The customer shall inspect the delivered printed products without undue delay following delivery, as required in the ordinary course of business. Obvious defects, incorrect deliveries and discrepancies in quantity must be reported to the Provider in text form without undue delay and no later than five working days following delivery.
Where the contract constitutes a commercial transaction for both parties, the customer shall be subject to the inspection and notification obligations set out in Section 377 of the German Commercial Code (Handelsgesetzbuch – HGB). If the customer fails to provide notification within the applicable period, the goods shall be deemed accepted with regard to the defect concerned.
Defects that were not apparent upon inspection must be reported in text form without undue delay after their discovery.
The notification of defects must describe the alleged defect as specifically as reasonably possible. In order to assess whether the complaint is justified, the Provider shall be entitled to request photographs showing the affected printed product, the packaging and the shipping label. The customer must comply with such a request within five working days.
In the event of a justified and timely notification of defects, the Provider shall have the right to provide subsequent performance, at its discretion, either by remedying the defect or by providing a replacement delivery. If subsequent performance fails after the expiry of an additional reasonable period or if the Provider seriously and definitively refuses subsequent performance, the customer shall be entitled to exercise its statutory rights to a price reduction or withdrawal from the contract.
Liability
Claims for damages by the customer shall be excluded.
This exclusion shall not apply to claims for damages arising from injury to life, body or health, from the breach of material contractual obligations, also referred to as cardinal obligations, or to liability for other damage resulting from an intentional or grossly negligent breach of duty by the Provider, its legal representatives or its agents.
Material contractual obligations are obligations whose performance is essential for achieving the purpose of the contract.
In the event of a breach of material contractual obligations caused by ordinary negligence, the Provider’s liability shall be limited to losses that are typical for the contract and reasonably foreseeable. This limitation shall not apply to claims for damages arising from injury to life, body or health.
The limitations set out above shall also apply for the benefit of the Provider’s legal representatives and agents where claims are asserted directly against them.
The limitations of liability set out above shall not apply where the Provider has fraudulently concealed a defect or has provided a guarantee regarding the quality or condition of the goods. The same shall apply where the Provider and the customer have entered into an agreement regarding the quality or condition of the goods.
The provisions of the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
Intellectual Property Rights
The customer may not upload files to the Platform that are protected by third-party copyright or design rights unless the customer has obtained all necessary rights of use.
The customer shall indemnify and hold the Provider harmless against all third-party claims arising from infringements of exploitation or usage rights caused by the printed products. This shall apply in particular to third-party claims arising from infringements of copyright, design rights and trademark rights.
Final Provisions
Contracts between the Provider and its customers shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.
Statutory provisions restricting the choice of law and governing the applicability of mandatory provisions shall remain unaffected.
Where the customer is a merchant, a legal entity under public law or a special fund under public law, the registered office of the Provider shall be the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between the customer and the Provider.