conditions générales

 

§ 1. Application

1. These terms and conditions of sale shall apply exclusively vis á vis enterprises, governmental entities and special governmental estates (hereinafter: the “buyer”).

 2. These terms and conditions do also apply for further businesses with the buyer, as long as the business contains transactions of a similar kind.

 

§ 2 Orders

1. Our offers are always non-binding. Orders and additional agreements can only been considered as accepted by us in case of a confirmation in writing.

 

§ 3 Prices, payment terms

1. The calculation of the prices is in Euro. Only the prices valid at the time of the delivery do apply.

2. As long as something to the contrary is not agreed upon, our prices are ex works exclusive of the respective statutory VAT.

3. Payment terms are indicated on the invoice.

4. Default charges are 8% above the base interest rate. The right to claim higher damages caused by delay is reserved.

 

§ 4 Delivery

1. The prospective delivery dates are stated by us to our best judgement, without taking on a warranty for complying with the stated delivery date. A violation of the delivery date does not release the buyer from the obligation of accepting the goods. Giving notice of default is contractually excluded, just as claims for damages and the right to resign from the contract because of default in delivery.

2. Availability is reserved by us. In case of obstruction because of force majeure, actions by authorities, interruptions of operations, shortage of raw materials, riots and strikes, blockades of railroads, or the like, the delivery dates are extended appropriately.

3. Deliveries are ex works on account and at risk of the buyer, as with carriage-free delivery and in cases where the delivery does not take place at the place of fulfillment. We assume no liability for damages and losses during transport. If the buyer does not give special instruction for delivery, delivery happens to the best of our judgment, but without responsibility for the cheapest way of delivery.

4. We reserve the right to remain 10% above or below the order of the buyer in terms of quantity. The costs for goods delivered above ordered quantity within this tolerance is borne by the buyer. Goods delivered below ordered quantity within this tolerance do not give the right for additional delivery; the price will be reduced by us according to the lower quantity.

 

§ 5 Warranty

1. The time period for warranty claims is 30 days, beginning with the delivery of the delivered goods at the buyer. This does not apply in case the law provides for a longer time period.

2. Immediately after delivery to the buyer or to a third party specified by the buyer, the delivered goods must be carefully examined. They are considered as having been approved if we do not receive a notice of defects in writing within 7 days after deliver.

3. In case of defects of the contractual goods we are entitled and obliged to choose within an appropriate time period to replace them with goods of similar price. In case of a Limited Edition produced in exclusivity for the buyer, we are not entitled to rework the goods or replace them, and are only obliged to diminish the purchase price accordingly. In case of a failure, that is impossibility, unacceptability, refusal or inappropriate delay of the replacement (except for Limited Editions) the buyer can diminish the purchase price reasonably. A contract that comprises of several subjects of agreement can be terminated because of a defect of one of the subjects of agreement only in case the different subjects have been left to the buyer in an interrelated way and the defect will affect negatively the contractually assumed functionality as a whole.

4. In case a defect is our fault, the buyer can claim damages under the provisions of sec. 6 of these terms and conditions.

5. Warranty claims do not exist in cases of insignificant deviation from the conditions agreed upon, in cases of insignificant impairment of the usability, in cases of natural wear and tear of the paper, in case of color deviations, pattern deviations, different levels of surface shine, that are based on the nature of the raw material, and in cases of damages that occur after transfer of risk because of flawed treatment, excessive usage or because of special outside influences that are not assumed according to the contract. Especially, warranty claims do not exist for items that have been taken out, transported, stocked or presented without their original packaging.

6. In addition, the warranty does not exist if the buyer changes the article of sale without our approval or lets a third party change the article of sale and as a consequence make the correction of faults impossible or unacceptably complicated. In each of these cases the buyer has to bear the additional costs that occur because of his modifications.

 

§ 6 Liability for damages because of fault

1. Our liability for damages, regardless of the cause, especially because of impossibility, event of default, flawed or wrong shipment, breach of contract, violation of contract negotiation duties and unlawful acts is limited according to this sec. 6 of our terms and conditions, as long as fault matters.

2. We are not liable

a. in cases of ordinary negligence of our organs, legal representatives, employees or any other vicarious agents;

b. in cases of acts of gross negligence of our non-executive staff or any other vicarious agents, as long as it is not about violation of essential contractual obligations. Essential contractual obligations are those of defect-free delivery, obligations of protection and care that shall enable the buyer the contractual utilization of the contractual goods and obligations that have the purpose to protect the life and the body of personnel of the buyer or of third parties or the property of the buyer of serious damages.

3. Insofar as we are liable according to para. 2 above, damages are limited to those liabilities that are foreseeable at the time of the conclusion of the contract as a possible consequence of the breach of contract or that had to be foreseeable under consideration of care and attention. Indirect damages and consequential damages that are consequences of defects of the contractual goods are only recoverable as long as such damages can be typically anticipated under consideration of the intended utilization of the contractual goods.

4. In cases of liability because of ordinary negligence our obligation to pay compensation for material and personal damages exists only insofar as the negligence concerns the violation of essential contractual obligations or cardinal duties. However, we are only liable insofar as the damages are typically in connection with the contract and foreseeable.

5. The above mentioned disclaimers and limitations of liability apply to the same extent in favor of our organs, legal representatives, employees and other vicarious agents.

6. The limitations of this sec. 6 does not apply in cases of our liability because of deliberate conduct, in cases of guaranteed quality features, in cases of life injuries and bodily injuries and health injuries or because of product liability law.

 

§ 7 Retention of title

1. We retain title to the delivered goods until receipt of all payments of the supply contract in full. This does also apply for all further orders of the buyer, even if we do not explicitly refer to this provision. We are entitled to take the goods back if the buyer acts contrary to the contract.

2. The buyer is obliged to handle the goods with care, as long as the title has not been passed to him.

3. Resale of the goods subject of retention of title is allowed to the buyer within regular business operations. The claim of the customer resulting of the resale of the goods subject of retention of title is already resigned to us by the buyer to the extent of the maximum amount of the invoice (including VAT). Such assignment does apply regardless of the resale with or without processing of the goods. In addition to our right, the buyer has the right to demand payment also after the assignment; our right of demanding payment from the customer is not affected by the same right of the buyer. However, we will not demand payment as long as the buyer complies with his liabilities to pay from the proceeds collected, is not in default and especially an application to open insolvency proceedings has been filed or suspension of payments do not exist.

4. If goods subject of retention of title are processed with goods that do not belong to us, we acquire joint ownership of the new item in proportion of the objective value of our goods to the other goods at the time of the processing. The same applies in cases of mixture of goods. In case the mixture takes place in such a manner that the goods of the buyer are the main goods, it is agreed upon that the buyer transfers to us the proportional joint ownership and stores the sole ownership or joint ownership for us that has emerged because of the mixture.

5. We promise to release the collateral due to us on request of the buyer insofar the value of the collateral exceeds the debt outstanding by more than 20%.

 

§ 8 Displays / Additional provisions

1. Displays are provided for free for first orders, within certain conditions (purchase of a standard or gold package). They remain at all time the property of paper republic e.U. and shall have the purpose to present only paper republic notebooks.

2. As long as we deliver goods based on drawings, specifications, models, and special Editions for the buyer, and so forth they are only obligatory for us insofar external contouring and technical execution are concerned.

3. Essential for the quality and the execution are the pattern that we have provided for assessment before delivery, as long as this was the case. Unconditional approval of the patterns by the buyer does exclude eventual notices of defect, insofar the delivered goods are consistent with the patterns. We do not assume responsibility for the envisaged purpose.

4. We retain retention of title and/ or copyright of all our offers and cost estimates as well as of all our drawings, illustrations, calculations, brochures, catalogs, models and any other documents and tools. Third parties are not allowed to receive these materials without our explicit consent whether as such or content wise. The buyer is obliged to return received materials to us completely and to destroy copies which may have been produced, in case he does not need them in the proper course of business or in case of negotiations between the parties do not lead to the conclusion of a contract.

5. Forms and tools remain our property, even if the costs for them are part of the purchase price or if the costs are refunded in any other way by the buyer.

6. If we have to deliver goods produced according to drawings, specifications, models, and so forth of the buyer, the buyer is liable for any breach of property rights of third parties by us.

7. Color deviations, pattern deviations and different levels of surface shine, that are based on the nature of the raw material, and tolerances of strength, format and cutting based induced by the material used, are reserved.

 

§ 9 Place of execution, jurisdiction

1. Place of execution for all claims based on the contractual relationship is Vienna, Austria

2. Place of jurisdiction for all disputes arising from the business relationship between us and the buyer is our registered office (place of business). Mandatory legal provisions about exclusive places of jurisdiction remain unaffected.

3. The business relationship between us and the buyer shall be governed exclusively by the laws of Austria excluding the Convention on Contracts for the International Sale of Goods.

4. If any of the provisions of this contract are or become invalid, or of it contains a gap, the validity of this contract shall not thereby be affected. The parties are obliged to replace any invalid provision with a valid provision which comes closest to the commercial purpose of the invalid provision respectively which fills in the blank.