GENERAL TERMS AND CONDITIONS

Schwarzach Packaging GmbH (hereinafter referred to as "The Contractor")

I. Scope of Applicability
  1. The deliveries, services, and offers of Schwarzach Packaging GmbH (hereinafter referred to as "the Contractor") are made exclusively based on these terms and conditions. These also apply to all future business relationships, even if they are not explicitly agreed upon again.
  2. Counter-confirmations from the client referencing their own business or delivery conditions are hereby opposed. The business conditions of the client or third parties that deviate from these terms and conditions are not binding on the Contractor. This also applies if the client refers to them and the Contractor does not expressly object in individual cases.
  3. Deviations from these terms and conditions are only effective if the Contractor confirms them in writing.
  4. These terms and conditions remain binding even if individual parts should be ineffective for any reason.
  5. In the case of deliveries from the Contractor to EU foreign countries, the client is obliged, under the threat of damages, to inform the Contractor of all legal regulations of the delivery state relevant to the delivery that deviate from EU standards.
II. Prices
  1. The prices stated in the Contractor's offer are subject to the condition that the order data used for the submission of the offer remain unchanged.
  2. Orders that deviate from the original offer become binding only upon confirmation by the Contractor.
  3. Generally, price offers are considered binding unless explicitly agreed otherwise.
  4. The client agrees that an increase in relevant costs (e.g., collective wage or salary increases, rising raw material costs, etc.) after the submission of the offer but before invoicing the delivery entitles the Contractor, even without prior notice of exceeding the estimate, to charge the resulting price increases.
  5. Unless otherwise agreed, storage of products for a duration of up to six months is included in the price.
III. Invoicing and Payment
  1. The Contractor invoices its deliveries and services on the day it delivers fully or partially.
  2. Payment is to be made promptly upon receipt of the invoice without deduction.
  3. Justified complaints do not entitle the client to withhold the entire invoice amount, but only a reasonable portion of it.
  4. If a significant deterioration in the client’s financial situation becomes known or if the client is in default of payment, the Contractor has the right to demand immediate payment of all invoices, including those that are not yet due, or to make the continuation of ongoing orders conditional on partial payments. Furthermore, the Contractor has the right to withhold undelivered goods until payment is received and to suspend work on ongoing orders in the event of non-payment of partial payments. These rights also apply if the client fails to make payment despite a reminder indicating default.
  5. Default occurs 14 days after the invoice is received by the client—also without a separate reminder. In the event of default, default interest of 9.2% above the base interest rate is to be paid. A flat fee of EUR 40.00 will be charged for reminders. The assertion of further default damages is not excluded by this.
  6. The client agrees to reimburse the costs of any collection agency and legal representation in the event of default.
IV. Order Processing
  1. Printing and/or production templates submitted by the Contractor must be checked by the client for all essential and required properties relevant to the use of the packaging material. Any necessary corrections must be clearly indicated.
  2. Objections regarding discrepancies between the contents of an order confirmation and the order letter must be raised immediately and in writing. The contents of the order confirmation are deemed approved if there is no objection within six days.
  3. Proofs and prints must be checked by the client and returned to the Contractor with the declaration "Approved for Printing." The Contractor is not liable for errors caused by the client. Changes made by phone must be confirmed in writing to be valid. The declaration "Approved for Printing" also applies to corrections for the product as a whole.
  4. In color reproductions, minor deviations from the original cannot be contested. If the client presents a digital proof as a correctable intermediate product for printing approval, it is explicitly noted that the final product may contain color deviations due to the manufacturing process. A chargeable proof must additionally be created for binding templates.
  5. For changes made after printing approval, all expenses, including machine downtime costs, shall be borne by the client. Deviations caused by differences between the proof and the production run due to printing technology cannot be contested. The Contractor ensures the proper printing of the EAN barcode or QR code in commercial quality. If the client provides the original print files, including a digital dataset, they are responsible for their quality and accuracy.
  6. In the production of goods, it may occur that over- or under-deliveries of up to 10% of the ordered quantity arise due to production reasons. Deliveries within this tolerance represent proper fulfillment by the Contractor. The client must pay for the actual quantity of goods delivered.
V. Delivery, Acceptance, and Storage
  1. Unless a delivery date is agreed upon, the delivery time is defined as the period between the date of order confirmation and the notification of readiness for delivery to the client. The delivery period begins only after the client has issued the "Approved for Printing" and after all necessary work documents for the execution of the order have been received by the Contractor. Times during which the client reviews proofs, samples, clichés, etc., are not included in the delivery period. If the content of the order is changed, a new delivery time must be agreed upon in writing.
  2. Transport insurance is only provided at the explicit request and at the expense of the client. The risk passes to the client as soon as the shipment has been handed over to the person carrying out the transport or has left the Contractor's warehouse for dispatch. If the shipment is delayed at the request of the client, the risk passes to the client upon notification of readiness for shipment.
  3. Cases of force majeure, strikes, lockouts, unforeseen machine damage, impossibility of procuring raw materials, delays in the delivery of raw materials, and similar situations fully or partially exempt the Contractor from fulfilling its delivery obligations.
  4. In the event of delivery delays, the client must grant the Contractor a reasonable extension.
  5. The client is obliged to accept the goods sent in accordance with the contract or made available for collection without delay; if they fail to do so, the delivery is considered accepted, and the risk of accidental loss passes to the client.
  6. The Contractor is entitled to store the goods at the expense and risk of the client in the event of acceptance delay or if a delivery impossibility due to force majeure occurs.
  7. The Contractor has no obligation to store printing works, printing plates, papers, die-cutting tools, clichés, etc., after the execution of the order, unless a special agreement has been made with the client; in this case, the client bears the costs and risks of storage. The billing will occur retrospectively for three months. The agreed obligation to retain data also expires if the client does not pay the associated costs in a timely manner.
  8. If temporary storage (maximum six months) at the Contractor is expressly agreed upon, the Contractor is not liable for damages that occur despite exercising the care of a diligent merchant during the storage of the goods.
  9. If goods are stored for a longer period, impairments (e.g., color changes, poorer running properties, limited adhesive properties) may occur during further processing. If the further processing of the goods does not take place within a period of six months from the delivery or call-off date due to reasons for which the client is responsible, or if the goods remain in storage for more than six months before further processing due to reasons for which the client is responsible, such impairments of the goods are considered contractually accepted.
VI. Quality

The delivery of defective goods up to 2% of the total quantity cannot be contested.

VII. Warranty
  1. The client must check the contractual conformity of the delivered goods as well as the preliminary or intermediate products sent for correction in every case. The risk of any errors passes to the client with the declaration "Good to Print," unless the errors arise during the production processes following the "Good to Print" declaration or could have been recognized at that time. The same applies to all other release declarations by the client for further production.
  2. Complaints (defect notifications) regarding obvious defects must be reported in writing within three working days after delivery. Hidden defects must be reported in writing to the Contractor immediately after discovery, but no later than three months after the goods have left the Contractor’s premises or area of influence.
  3. The warranty period is set at six months from delivery or readiness for pickup. The presumption rule of § 924 ABGB is excluded. The client must prove the existence of the defect at the time of handover.
  4. In the case of justified complaints, the Contractor is entitled to determine the nature of the warranty (improvement, replacement, price reduction, or cancellation) at their discretion.
  5. In the case of partial deliveries, these regulations apply to the delivered part. Defects in part of the delivered goods do not entitle the client to complain about the entire delivery.
VIII. Responsibility
  • The Contractor is liable only for damages caused by intentional or grossly negligent conduct. In cases of slight negligence, the Contractor is liable only for personal injuries. Responsibility is limited to six months from the Client's knowledge of the damage and the wrongdoer.
  • If claims for damages are asserted, they must be made in court within three months following the written rejection by the Contractor, otherwise they will lapse.
  • The Contractor is not liable for indirect damages, loss of profit, loss of interest, missed savings, consequential and asset damages, damages from third-party claims, as well as loss of data and programs and their recovery.
  • If a penalty against the Contractor has been agreed upon, it is subject to judicial moderation. Claims for damages exceeding the penalty are excluded.
  • The Contractor is in no case liable for damages resulting from the improper storage of the products by the Client.
  • The same principles apply to the responsibility of the Contractor's agents and subcontractors.
IX. Project Documents

For the safekeeping of all project documents, such as manuscripts, drafts, templates, printing forms, data carriers, and other documents, the Contractor is liable until a date four weeks after the completion of the order. Beyond this, the Contractor assumes no responsibility of any kind for documents not requested for return. The Contractor is also not obligated to keep these documents and items intended for reuse beyond the specified date.

X. Periodic Work

If the order includes the performance of regularly recurring work and a completion date or notice period has not been agreed upon, the order can only be terminated by written notice with a notice period of six months at the end of each calendar year.

XI. Ownership and Copyright
  • The operational equipment, working aids, and intermediate products used by the Contractor to produce the contract product, in particular data carriers, printing plates, stamping tools, clichés, and other aids necessary for the production process, as well as the processed data, remain the property of the Contractor and will not be delivered unless the Client has paid a compensation value or they are billed separately. There will also be no provision for use. This also applies to the working aids and data produced on behalf of the Contractor by another company.
  • Insofar as the Contractor is the holder of the copyright and related usage rights for the delivered products or parts thereof, the Client acquires only the non-exclusive right to distribute the delivered products; all other usage rights, particularly the right of reproduction, remain with the Contractor. The Contractor has the exclusive right to use the tools he has produced for manufacturing products. He is not obliged to release such tools, even for use purposes.
  • The Contractor is entitled to assume that the Client holds all rights necessary for the execution of the order against third parties. The Client expressly assures that he possesses these rights.
  • The Client is obliged to indemnify the Contractor against all claims arising from third parties due to violations of copyright, related rights, other industrial property rights, or personal rights.
XII. Retention of Title, Right of Retention
  • The goods remain the property of the Contractor until full payment of all claims existing as of the invoice date. The Client must adequately insure the retained goods.
  • In the case of an open account (current account), the retained ownership serves as security for the Contractor's balance claim.
  • The Client is obliged to make entries indicating the retention of title and to promptly notify the Contractor of any third-party access (especially seizures) to the retained goods or assigned claims. The assignment of the Client's claims to the Contractor must also be documented in an appropriate form (e.g., bookkeeping entry) and communicated to the Client's contractual partner at the Contractor's request, no later than at the time of invoicing.
  • The Client is only entitled to resell the delivered goods before full payment of the price if he simultaneously releases the sold goods from the retention of title by paying the portion of the purchase price corresponding to the quantity of goods sold.
  • The Contractor has a right of retention over templates, clichés, manuscripts, data carriers, raw materials, and other items provided by the Client until all due claims from the business relationship are fully satisfied.
XIII. Imprint

The Contractor is entitled to affix his imprint to the products being executed without the need for special approval from the Client.

XIV. Final Provisions
  • The place of fulfillment for delivery and payment is the registered office of the Contractor.
  • For the resolution of all disputes arising from a contract—including those concerning its existence or non-existence—the exclusive jurisdiction of the courts with subject matter jurisdiction at the Contractor's registered office is agreed upon.
  • The contractual relationship shall be governed exclusively by the substantive law of the Republic of Austria, excluding international private law and the UN Sales Convention.
  • If any provision of these terms and conditions is wholly or partially invalid or unenforceable, this shall not affect the validity of all other terms and conditions. The contracting parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the content and purpose of the invalid or unenforceable provision.
  • Changes or additions to these terms and conditions shall only take effect after written agreement.