MARBURGER TAPETENFABRIK J. B. Schaefer GmbH & Co. KG, 35274 Kirchhain
General Terms and Conditions of Delivery and Payment as of December 1, 2020
1. General
1.1 All deliveries and sales to entrepreneurs as defined in § 14 BGB (German Civil Code), hereinafter referred to as the buyer, are made exclusively on the basis of the following conditions, even if the buyer refers to other terms in their order or confirmation letter. Deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if we expressly agree to their validity in writing. This consent requirement also applies if we are aware of the customer’s terms and still conclude contracts. Individual agreements take precedence.
1.2 In ongoing business relationships, these terms also apply to future deliveries and sales without the need for renewed submission or notification. The current version is available on our website (www.marburg.com).
2. Prices, Surcharges, and Minimum Order Quantities
2.1 Prices are in EURO per wallpaper roll ex-works, including packaging, plus VAT at the applicable rate. Orders placed by the buyer independently of our offers may be accepted in writing or by delivery within 7 days.
2.2 Batch sizes are specified in the price list. Orders below the batch size incur a standard room surcharge.
3. Sample Materials/Single Rolls
3.1 Sample material is only provided in standard sizes. Sample rolls are charged separately.
3.2 Single rolls from batch or room deliveries cannot be returned.
4. Order Acceptance and Delivery Time
4.1 All quoted prices, including those on samples or sample cards, are non-binding until expressly confirmed. Side agreements must be in writing.
4.2 The buyer bears the burden of proof for correct order transmission.
4.3 Delivery dates are non-binding unless explicitly agreed. Partial deliveries are allowed.
4.4 Orders for discontinued collections are subject to stock availability. The expiration date in the price list applies.
4.5 If we are legally in delivery default, a reminder from the buyer is necessary. A lump-sum compensation of 0.5% per week, max. 5% of the delayed delivery value, may be claimed.
4.6 In case of acceptance delay by the buyer, we may charge damages, including €50 per calendar day for storage costs.
5. Delivery
5.1 Deliveries are made ex-works at the buyer’s risk. Returns are also at the buyer’s risk unless justified. Insurance is only provided upon request and at the buyer’s expense.
5.2 For orders of at least €410.00 per delivery within Germany, standard freight costs are covered by us. The shipping method is at our discretion.
5.3 Additional costs for parcel, postal, and express shipments will be billed unless delivered freight-free.
6. Payment
6.1. Our invoices are payable within 10 days net from the invoice date. Advertising materials, sample materials, and sample cards are payable net.
6.2. Payments with a debt-discharging effect can only be made to one of our business accounts. Our representatives are not authorized to collect payments. Payments by check or bill of exchange require our express consent. Discount charges and fees are the responsibility of the payer.
6.3. Discounts are only granted for cash payments on the net merchandise value remaining after deduction of discounts. The discount amount is indicated on the invoice. Cash payment is only considered timely if funds are received on time, not by issuing bills. The right to discounts only applies if, at the time of payment, only invoices that entitle the buyer to discounts are outstanding.
6.4. The buyer shall pay default interest of 8% above the base interest rate; we reserve the right to assert further damages. Payments from the buyer will first be offset against costs and interest, and then according to § 366 Para. 2 BGB.
6.5. We reserve the right to assign claims that are unpaid 60 days after the due date to our authorized collection agent.
6.6. The buyer is not entitled to offset or assert a right of retention unless their claims are legally established.
6.7. If we become aware of a significant deterioration in the buyer’s financial circumstances or if the buyer defaults on payment, we may immediately demand payment of all outstanding, even non-due invoices.
7. Retention of Title
7.1. All goods delivered by us remain our property until all present, conditional, or future claims against the buyer are settled. In the case of check/bill of exchange payments, the buyer acknowledges our retention of title until the check/bill is cleared.
7.2. The buyer may, in the course of proper business operations, dispose of the goods, especially resell them. Claims arising from resale are hereby assigned to us as security up to the amount of the purchase price due. The buyer is authorized and obliged to collect the assigned claims unless we revoke this authorization. This authorization also lapses without explicit revocation if the buyer suspends payments to us, but no later than 14 days after the invoice becomes due. The buyer is not entitled to make other dispositions over the reserved goods or the assigned claims. In particular, the buyer may not export the goods from Germany without our consent until full ownership has been acquired. In the case of seizure or other third-party interventions, the buyer must point out our security rights, mark the goods as our property, and inform us immediately.
7.3. We are bound by contractual obligations and commitments with partners in countries outside the European Union (third countries). Therefore, the buyer may not take any measures to distribute the goods to third countries without our consent.
7.4. If the buyer defaults on payment obligations or violates obligations arising from the agreed retention of title, the entire remaining debt becomes due immediately. In this case, we are entitled to demand the return of the reserved goods and collect them. The buyer has no right of possession in this case. We are also entitled to notify the buyer’s customers of the assignment of claims to us and to collect the claims. Furthermore, we may demand the handover of the relevant documents (e.g., debtor lists).
7.5. We undertake to release the securities to which we are entitled under the above provisions at our discretion insofar as the value of the reserved goods/assigned claims exceeds our secured claims by more than 20%.
7.6. The assertion of retention of title does not constitute a withdrawal from the contract. In the event of goods being taken back, the seller may apply price deductions due to their costs.
7.7. The buyer is obliged to insure the goods against theft, fire, and water damage if payment is not made within 30 days. Proof of insurance must be provided upon request.
8. Discount
8.1. If the buyer is granted discounts, including bonuses, under special agreements, the assignment of claims to such discounts/bonuses is excluded.
8.2. Bonuses are granted only on the selling prices after all discounts have been deducted.
8.3. Discounts provided in advance for sales of current or future collections, such as sample roll discounts and amortizations, lower sample roll prices, may be reclaimed if the buyer defaults on payment obligations.
9. Unilateral Right of Withdrawal
9.1. For contracts for the delivery of custom-made products, we have the unilateral right of withdrawal if the fulfillment of contractual obligations is technically impossible or violates good morals. Examples include (but are not limited to):
- Images that violate criminal law (racist, discriminatory, or pornographic content),
- Images that violate personal and/or copyright rights,
- Other images that contradict ethical and moral standards,
- Insufficient or defective original designs.
9.2. In the event of withdrawal, we will inform the buyer in writing (e.g., by letter, fax, or email) without providing reasons. We will either refund the purchase price paid or offset it against other claims.
10. Third-Party Copyrights
If the buyer provides texts and/or images for product manufacturing, they must ensure that third-party rights, especially copyrights, are not violated. Only content with proper usage, distribution, and reproduction rights may be used.
10.1. The buyer shall indemnify us against all third-party claims arising from the violation of copyrights or other intellectual property rights.
10.2. The buyer must immediately inform us if third parties assert claims for infringement of intellectual property rights. In legal disputes, the buyer bears all costs.
11. Complaints
11.1. Data, quality descriptions, specifications, or other information about usability or quality provided by us are non-binding unless confirmed in writing. Public statements, promotions, or advertisements do not constitute binding quality or usage specifications.
11.2. Before use/processing, the buyer must verify that the delivered goods are correct in quantity, quality, and properties according to §§ 377, 378 HGB and suitable for their intended purpose. Any defects or quantity discrepancies must be reported within 14 days of receipt. Otherwise, the goods are deemed accepted. Hidden defects must be reported in writing immediately. To substantiate a complaint, one of the defective wallpaper rolls with its label must be submitted. If the goods have been processed, sections showing the defect and the label must be submitted.
11.3. Minor deviations in quality, color, tone, purity, and strength customary in wallpaper production do not constitute defects. Dimensional and weight deviations of +/- 3% are industry standard. Wallpapers must be processed according to our instructions and industry standards.
If defects occur in part of the delivery, the entire delivery cannot be deemed defective.
11.4. The warranty period is 1 year from delivery. No legal guarantees are provided. In the case of defective processing instructions, we are only obliged to supply corrected instructions if the defect prevents proper processing of the wallpaper.
11.5. The buyer has the right to rectification. If this fails, the buyer may reduce the price or withdraw from the contract. For minor defects, withdrawal is excluded.
11.6. If the buyer withdraws after failed rectification, they cannot claim damages for the defect. If the buyer demands compensation, they must keep the defective goods if reasonable. Compensation is limited to the difference between the purchase price and the value of the defective goods.
11.7. If the buyer has installed defective goods in another object and is entitled to rectification, we are only obliged to reimburse the removal and reinstallation costs if the “Guidelines for Wall Coverings Before, During, and After Processing” from Leaflet No. 7 (as of November 2013) were followed.
12. Exclusion and Limitation of Liability
12.1. Buyer’s claims for damages due to defects expire one year after delivery of the goods. This does not apply in cases of gross negligence on our part.
12.2. In the event of slight negligence, our liability is limited to foreseeable, contract-typical, direct average damages according to the type of goods. This also applies to slight negligence by our legal representatives, employees, and agents. This limitation does not apply to intentional breaches of essential contractual obligations or to guarantees under §§ 444, 639 BGB.
12.3. We are not liable for defects arising from external influences or circumstances beyond our control (e.g., improper handling or storage). This also applies to normal wear and tear.
12.4. For business customers, we are not liable for slightly negligent breaches of insignificant obligations. Compensation claims under §§ 280(2), 286 BGB are limited to 5% of the purchase price.
12.5. These liability limitations do not apply to product liability claims or damages resulting in injury to life, body, or health of the customer or their agents.
13. Written Form
Legally relevant statements and notifications by the buyer (e.g., setting deadlines, defect notifications, withdrawal, or reduction) must be in writing to be valid.
14. Operational Disruptions
We are released from timely delivery obligations for circumstances beyond our control that cause significant operational disruptions. If the disruption lasts longer than two months, both parties may withdraw from the contract.
15. Data Protection
15.1. Personal data not subject to processing under Art. 28 GDPR will be processed in compliance with legal regulations.
15.2. We take all necessary legal measures to ensure data availability, confidentiality, integrity, transparency, non-linkability (to safeguard purpose limitation), and intervention rights.
16. Place of Performance and Jurisdiction
16.1. The place of performance for delivery and payment and the mutual place of jurisdiction is our registered office.
16.2. If claims are assigned to our collection agent, their registered office is the place of jurisdiction. We may also sue the buyer at their place of business.
17. Miscellaneous
17.1. German law applies exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
17.2. If any provision becomes invalid, the validity of the remaining provisions remains unaffected. We may replace invalid provisions with legally permissible ones that best fulfill their purpose.