General terms and conditions of business

Here you will find the general terms and conditions of business of S&K Solutions GmbH.

1. General - Scope of application
2. Conclusion of contract and written form
3. Prices, other costs
4. Terms of payment
5. Cancellation and subsequent costs
6. Delivery and performance
7. Transfer of risk
8. Retention of title
9. Warranty for goods
10. Warranty for performance
11. Ownership and copyright
12. Limitations of liability
13. Limitation of liability for provided goods
14. Final provisions

1.1 These terms and conditions apply to all present and future business relations between S&K Solutions GmbH and the contractual partner regarding the delivery of products (goods) and the provision of services (services).
1.2 A contracting party within the meaning of these terms and conditions is any natural or legal person or partnership with legal capacity who is acting in the exercise of a commercial or independent professional activity when concluding this contract.
1.3 Deviating, conflicting or supplementary general terms and conditions of the contractual partner shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.

2.1 The subject matter of the contract is exclusively the sold goods with the properties and features as well as the intended use according to the special written agreement or the description enclosed with the goods. Other or more extensive properties and/or a more extensive intended use shall only be deemed agreed if they are expressly confirmed in writing by S&K Solutions GmbH.
2.2 The offers of S&K Solutions GmbH are subject to change. We reserve the right to make technical changes and changes in shape, colour and/or weight within reasonable limits. Drawings, illustrations, dimensions, weights and other performance data are only binding if this is expressly agreed in writing.
2.3 By placing an order, the contractual partner makes a binding declaration that he wishes to purchase the ordered goods or commission the ordered service. S&K Solutions GmbH is authorised to accept the contractual offer contained in the order within 48 hours of receipt by S&K Solutions GmbH.
2.4 Confirmation and declaration of acceptance by S&K Solutions GmbH shall be made in writing or by telex (fax, email). The same applies to supplements, collateral agreements or amendments. The service to be rendered is described in detail in the letter of confirmation. The declaration of acceptance on the part of S&K Solutions GmbH can also be made by delivering the goods or rendering the service to the contractual partner.
2.5 The conclusion of the contract is subject to correct and timely delivery by S&K Solutions GmbH's suppliers. This shall only apply in the event that S&K Solutions GmbH is not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with the supplier of S&K Solutions GmbH. The contractual partner shall be informed immediately of the non-availability of the goods or services. The consideration shall be refunded immediately.

3.1 Prices are quoted in EURO and are subject to VAT at the statutory rate within the Federal Republic of Germany.
3.2 Prices are FCA Passau, Incoterms® 2020 and, unless otherwise expressly agreed, do not include packaging, freight, postage, insurance and installation costs.

4.1 In the event of inconclusive, insufficient or negative information (assessment by S&K Solutions GmbH): advance payment. Otherwise, and unless otherwise agreed, 14 days net without deductions from the invoice date. For orders from abroad and/or delivery abroad: advance payment.
4.2 S&K Solutions GmbH may revoke agreed payment terms with deferral if it becomes aware of circumstances that could jeopardise the enforcement of the claims. Otherwise, the statutory provisions shall apply.
4.3 S&K Solutions GmbH reserves the right to invoice the agreed service by letter post or electronically by e-mail.
4.4 The contractual partner shall only have a right of set-off if its counterclaims have been legally established or recognised by us. The contractual partner may only exercise a right of retention if its counterclaim is based on the same contractual relationship.

5.1 Cancellation by the contractual partner is necessarily associated with consequential costs. The cancellation of an order must be made in writing (e.g. letter, fax, e-mail). If an order is cancelled, the Buyer shall be invoiced for the costs incurred up to the time of cancellation.
5.2 Cancellation of a customer-specific production (e.g. individual label holder, cladding or label) involves the costs incurred for production preparation, production planning and production approval. After written production or print approval by the contractual partner, the stated invoice amount must be paid in full in the event of a planned cancellation, as production can then no longer be stopped.
5.3 In the event of cancellation of a purchase of merchandise, the pro rata loss of profit and the costs of return processing to the supplier/manufacturer shall be borne; if the goods are so special that return processing to the manufacturer is not possible, 100% of the invoice amount shall be borne by the buyer. The contractual partner shall receive an invoice from S&K Solutions GmbH for the cancellation costs, which must be settled immediately upon receipt.

6.1 An agreement on delivery dates and delivery periods or performance dates and performance periods shall only come into effect with the express written or telex confirmation of the date by S&K Solutions GmbH. Such an agreement does not constitute a fixed-date transaction.
6.2 If the contractual partner chooses the right of cancellation due to S&K Solutions GmbH's default, he shall not be entitled to any additional compensation. For the rest shall apply the statutory provisions shall apply.
6.3 S&K Solutions GmbH is entitled to make partial deliveries insofar as this is reasonable for the contractual partner.

7.1 The risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, the carrier or the person or organisation otherwise designated to carry out the shipment. If the contractual partner is in default of acceptance, this shall be deemed equivalent to handover.
7.2 The costs and risk for parts sent in, whether for processing or as samples, shall be borne by the contractual partner. Insurance of these items is the responsibility of the contractual partner and must be procured by him at his own expense.

8.1 S&K Solutions GmbH retains title to the goods until all claims arising from the ongoing business relationship with the contractual partner have been settled in full.
8.2 The contractual partner is obliged to treat the goods with care. If maintenance and inspection work is required, the contractual partner must carry this out regularly at its own expense.
8.3 The contractual partner is obliged to inform S&K Solutions GmbH immediately of any access by third parties to the goods, for example in the event of seizure, as well as of any damage to or destruction of the goods. The contractual partner must notify S&K Solutions GmbH immediately of any change of ownership of the goods as well as of his own change of domicile.
8.4 S&K Solutions GmbH is entitled to withdraw from the contract and demand the return of the goods in the event of behaviour contrary to the terms of the contract on the part of the contractual partner, in particular in the event of default in payment or in the event of a breach of an obligation under sections 2 and 3 of this provision.
8.5 The contractual partner is entitled to resell the goods in the ordinary course of business as long as he is not in default of payment. Pledges and transfers by way of security are not permitted. The contractual partner hereby assigns to S&K Solutions GmbH all claims in the amount of the invoice amount that accrue to him against a third party as a result of the resale. S&K Solutions GmbH accepts the assignment. After the assignment, the contractual partner is authorised to collect the claim. S&K Solutions GmbH reserves the right to collect the claim itself as soon as the contractual partner does not properly fulfil his payment obligations and is in default of payment.
8.6 The handling and processing of the goods by the contractual partner always takes place in the name and on behalf of S&K Solutions GmbH as supplier or manufacturer. If processing is carried out with objects not owned by S&K Solutions GmbH, S&K Solutions GmbH acquires co-ownership of the new object in the ratio of the value of the goods delivered by S&K Solutions GmbH to the other processed objects. The same applies to mixing. The contractual partner shall store the (co-)ownership of S&K Solutions GmbH free of charge.

9.1 The warranty period for new goods vis-à-vis the contractual partner is one year from delivery of the goods. This does not apply if the contractual partner has not notified S&K Solutions GmbH of the defect in due time. (Clause 9.3) The warranty is excluded for used goods. The relevant service catalogues, which can be found on the Internet at www.sk-solutions.com, in the brochures and offers of S&K Solutions GmbH, apply to warranties and support voluntarily granted by S&K Solutions GmbH, if they have been agreed. The right to warranty, guarantee and support expires if only original consumables from S&K Solutions GmbH are used. The warranty and guarantee shall also lapse in the event of damage caused after the transfer of risk.
9.2 S&K Solutions GmbH shall initially provide warranty for defects in the goods at its discretion by repair or replacement.
9.3 If the subsequent performance fails, the contractual partner may, at his discretion, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). In particular, subsequent fulfilment shall not be deemed to have failed as long as the contractual partner has not set S&K Solutions GmbH a reasonable deadline for subsequent fulfilment. In the event of only a minor breach of contract, in particular in the case of only minor defects, the contractual partner shall not be entitled to withdraw from the contract. S&K Solutions GmbH reserves the right to have defects reported by professionally qualified employeeson on site at the customer check.
9.4 The contractual partner must notify S&K Solutions GmbH in writing of obvious defects (including complaints regarding incorrect or incomplete deliveries) within a period of two weeks from receipt of the goods; in addition, the contractual partner is obliged to notify S&K Solutions GmbH inwriting of defects that are not obvious within two weeks of discovery. Otherwise, the assertion of warranty claims is excluded in both cases. The timely dispatch of the notice of defects shall suffice to meet the deadline. The contractual partner shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time o f discovery of the defect and for the timeliness of the notice of defect. As part of the notification of defects, the defect and its manifestation must be described in such detail that an inspection of the defect is feasible and any exclusion of an operating error is possible.
9.5 If the contractual partner chooses to withdraw from the contract due to a legal and material defect after subsequent fulfilment has failed, he is not entitled to any additional claim for damages due to the defect. f the contractual partner chooses to claim damages after failed subsequent fulfilment due to a defect for which S&K Solutions GmbH is responsible and the goods remain with the contractual partner, the damages shall be limited to the difference between the purchase price and the value of the defective goods, unless S&K Solutions GmbH can be accused of fraudulent intent.
9.6 In principle, only the product description of S&K Solutions GmbH shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer or third parties do not constitute a contractual description of the quality of the goods. In the event of minor deviations in the goods, the contractual partner shall in particular not be entitled to a right of reduction.
9.7 In the case of customised productions (e.g. label holders or covers), short deliveries of up to 10% of the ordered quantity shall not be deemed a significant breach of duty within the meaning of § 323 para. 5 BGB. S&K Solutions GmbH shall otherwise be liable for lightfastness, variability and deviation of colours in printed products and the quality of the lamination in accordance with the state of the art. Minor deviations in the printing colour compared to the colour sample or the print-ready template do not justify a complaint about the delivery. The same applies to the comparison between proofs and print runs and the comparison between two productions.
9.8 Deliveries (including data carriers) by the contractual partner or by third parties engaged by the contractual partner are not subject to any duty of inspection on the part of S&K Solutions GmbH.
9.9 In the event of subsequent fulfilment, the contractual partner must return the goods to S&K Solutions GmbH in the original packaging; transport costs shall be borne by the contractual partner. The risk of deterioration and loss of the goods during return transport as a result of improper packaging shall be borne in full by the contractual partner. Return transport to the contractual partner shall be at the expense of the supplier during the warranty period and at the expense of the contractual partner after the warranty period.
9.10 The contractual partner must check proofs for typesetting and other errors and return or send them back declared ready for printing. S&K Solutions GmbH is not liable for errors overlooked by the contractual partner. Typesetting errors will be corrected free of charge. Amendments required in deviation from the artwork, in particular customer and author corrections, shall be charged at the rate of the time spent on them.
9.11 If the contractual partner receives faulty assembly instructions, S&K Solutions GmbH is only obliged to deliver faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.
9.12 If the contractual partner has asserted a warranty claim against S&K Solutions GmbH and it turns out that either there is no defect or the asserted defect does not oblige S&K Solutions GmbH to provide a warranty, the contractual partner must compensate S&K Solutions GmbH for the resulting damage if he is responsible for the claim against S&K Solutions GmbH due to gross negligence or wilful intent.
9.13 The warranty does not apply in the event of defects that are attributable to incorrect installation, non-compliance with instructions for use, improper intervention or modification of the product by the contractual partner or a third party not authorised by S&K Solutions GmbH. The warranty is also void if original technical markings, seals, serial numbers or similar markings are changed or removed. Excluded from the warranty are defects that are due to operational wear and tear, operating errors and improper use, external influences (operation with the wrong type of current or voltage, connection to unsuitable power sources, fire, lightning, explosion or mains-related overvoltage, moisture of any kind) as well as incorrect or faulty software and/or processing data.
9.14 An assignment of the warranty claims by the contractual partner is is excluded.
9.15 Claims for damages by the contractual partner due to a defect shall lapse one year after delivery of the goods, unless S&K Solutions GmbH can be accused of fraudulent intent.
9.16 Guarantees in the legal sense are not granted. Manufacturer warranties remain unaffected by this.

10.1 S&K Solutions GmbH shall initially provide a warranty for defects in the service by repairing or replacing the goods at its discretion.
10.2 If S&K Solutions GmbH seriously and finally refuses fulfilment, refuses to remedy the defect and subsequent performance due to disproportionate costs, the subsequent performance fails or is unreasonable for the contractual partner, the contractual partner may, at his discretion, only demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal) and damages within the scope of the limitation of liability (clause 12) instead of performance. As a rule, subsequent fulfilment shall only be deemed to have failed after the second unsuccessful attempt at subsequent fulfilment. In the event of only a minor breach of contract, in particular only minor defects, the contractual partner shall not be entitled to a right of cancellation.
10.3 If S&K Solutions GmbH is not responsible for the breach of duty due to a defect, the contractual partner is not entitled to withdraw from the contract.
10.4 The contractual partner's rights due to defects expire one year after acceptance of the service . This does not apply if S&K Solutions GmbH can be accused of gross negligence or in the event of physical injury or damage to health attributable to S&K Solutions GmbH or in the event of loss of life of the contractual partner. The liability of S&K Solutions GmbH under the Product Liability Act also remains unaffected.
10.5 In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims shall remain unaffected.
10.6 The contractual partner does not receive any guarantees in the legal sense from S&K Solutions GmbH.

11.1 The operating items used by S&K Solutions GmbH to produce the goods, in particular films, printing plates, lithographs, printing plates and standing types, remain the property of S&K Solutions GmbH, even if they are invoiced separately, and are not delivered.
11.2 The contractual partner is solely liable if rights, in particular copyrights and industrial rights of third parties, are infringed by the execution of his order. The contractual partner shall indemnify S&K Solutions GmbH against such claims by third parties due to an infringement of rights in this respect.

12.1 S&K Solutions GmbH shall not be liable for slightly negligent breaches of insignificant contractual obligations. In the case of slightly negligent breaches of duty, the liability of S&K Solutions GmbH shall be limited to the foreseeable, direct and proportionate average damage typical for the contract according to the type and value of the goods or service; the same shall apply to slightly negligent breaches of duty by legal representatives or vicarious agents of S&K Solutions GmbH.
12.2 The aforementioned limitations of liability do not apply to any claims arising from product liability. Furthermore, these limitations do not apply in the event of physical injury or damage to health attributable to S&K Solutions GmbH or in the event of loss of life of the contractual partner.

13.1 Material provided by the contractual partner, regardless of its type, shall be delivered to S&K Solutions GmbH free of charge. Unless otherwise agreed, the contractual partner undertakes to deliver 5% more than the quantity to be processed in order to cover normal waste.

14.1 In principle, the law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. S&K Solutions GmbH reserves the right to choose the law applicable at the registered office of the contractual partner.
14.2 The exclusive place of jurisdiction for all disputes arising from this contract is Passau and the place of fulfilment is Passau. S&K Solutions GmbH reserves the right to choose the registered office of the contractual partner as the place of jurisdiction.
14.3 Should individual provisions of this contract, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision, notwithstanding the provisions of Section 306 (2) BGB.