General Terms and Conditions of Jarltech Europe GmbH
as of 1 February 2024

1. Validity, hierarchy

1. The following General Terms and Conditions (GTCs) apply exclusively to the sale of our products, even if we have not objected to different purchasing conditions of the purchaser in specific cases. These GTCs are deemed to have been accepted unconditionally by the purchaser with the ac- ceptance of our products, even if the purchaser has previously objected. Deviations require our express prior written consent to be effective. Our GTCs also apply to all future transactions with the purchaser.

2. If other contractual provisions in our order confirmation or in signed delivery contracts contradict these GTCs, the other contractual provisions take precedence. In all other respects, the differing provisions apply in parallel.

2. Offer and conclusion, guarantees

1. Our offers are generally non-binding.

2. In principle, a contract is only concluded when we accept the order from the purchaser based on an order confirmation in accordance with the content therein.

3. Guarantees only apply if we explicitly declare them.

3. Prices

1. The agreed prices are denominated in euros and are generally ex-works, including packaging, unless otherwise agreed (Incoterms 2020).

2. VAT or expenses such as transport and insurance are not included in the price unless otherwise agreed. If no price has been agreed upon when the contract is concluded, the price valid with us at that time applies.

3. If the costs on which our calculation is based, in particular for materials, raw materials, energy or freight, change unexpectedly after conclusion of the contract, we will make an adjustment to the agreed price, which will compensate for the change in the profit we originally calculated. In this case, we must immediately and comprehensibly justify the change in costs and price to the purchaser – without being obliged to disclose the calculation. The price change takes effect from the time the underlying costs change, but – in the event of an increase – not before receipt of the justification and notification of the price adjustment. If a price increase exceeds 10%, the purchaser has the right to withdraw from the service affected by the price increase for two  weeks from receipt of notification from us. If the change in the underlying costs is based on a circumstance for which we are responsible and which contradicts prudent business practice, no price increase takes effect. We need not take any action that results in a price reduction.

4. Service, service time, delay, offsetting

1. Unless otherwise stated in the order confirmation, the agreed delivery site is the Usingen warehouse. Shipping is at the purchaser’s expense and risk.

2. We may also have services provided by subcontractors. Subcontractors must adhere to agreements between us and the purchaser.

3. Unless otherwise agreed, delivery times are to be understood as “approximate”.

4. In the event of a delay of service, our liability for damages is based exclusively on the law and Section 10 of these GTCs.

5. Force majeure, in particular unforeseeable, unavoidable events for which we are not responsible (e.g. effects of war, pandemics, strikes or lawful lockouts, operational disruptions, unforeseeable difficulties in the procurement of materials and energy, hindrances involving our suppliers which are no fault of our own, unforeseen transport delays, shortages of energy or raw materials, measures by authorities) delay the service time accordingly. In this case, agreed performance dates are also delayed accordingly. If the force majeure is not only temporary, both contractual partners are entitled to withdraw from the service affected by the force majeure. Claims for damages are excluded in this case due to lack of fault. We will inform the purchaser immediately of the beginning and end of force majeure. Given the coronavirus crisis that emerged in 2020 and the Ukraine war in 2022, the contractual partners agree that a situation can always arise unexpectedly in which, through no fault of our own, we can only fulfil our contractual obligations under significantly more difficult circumstances. In this case, we have the right to suspend the provision of services for the duration of the difficult circumstances until either the difficult circumstances are no longer at hand or a solution has been worked out with the purchaser. If our service obligations are not only suspended temporarily, both contractual partners are entitled to withdraw from the suspended service.

5. Invoice, payment, offsetting and retention

1. Our invoices are due for payment immediately and without deductions. No discounts are granted.

2. Unless otherwise agreed, the purchaser will be deemed to be in default if he does not pay the issued invoice within 7 days of the invoice date, unless the invoice has not yet been delivered at this point in time. Statutory rules on default may also apply.

3. In the event of default, the purchaser must pay default interest at the statutory interest rate, at least 9 annual percentage points above the base interest rate. If we can prove higher damages caused by default, we are entitled to claim these.

4. If, after the order has been confirmed, we become aware of circumstances that justify doubts about the purchaser's creditworthiness or if the purchaser enters into default on other obligations, we are entitled to only deliver these and other orders against advance payment.

5. The purchaser can only set off his claims against our claims or assert rights of retention if his claims/rights have been legally established, are undisputed or if a ruling is anticipated. The purchaser may also offset, or exercise a right of retention, if the purchaser's claim and our claim are legally based on a reciprocal relationship.

6. Retention of title

Delivered goods (reserved goods) remain our property until full payment of the purchase price and all existing and future claims arising from our business relationship with the purchaser, including our current account claims and all current account balance claims. The purchaser is entitled to sell the reserved goods as part of proper business operations. With the purchase of the reserved goods, he assigns to us the claims against his customers arising from their resale. The assignment also includes, in particular, the claims that the purchaser acquires from his credit institutions as a result of payments made by his customers. We accept the assignment. The purchaser is entitled to collect this claim until revocation. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the purchaser meets his payment obligations, does not enter into default and, in particular, no application has been made to open insolvency proceedings or no suspension of payments is apparent. But then we can demand that the purchaser disclose the assigned claims and their debtors. In this case, we are entitled to disclose the assignment of the claim to the customer of the purchaser. The purchaser performs the processing of the purchased item on our behalf. We acquire co-ownership of the new item in the ratio of the value of the purchased item to that of the items processed at the time of processing. The above security rights will be surrendered at the request of the purchaser if and to the extent that the security value exceeds the claim to be secured by more than 20%. Seizures or other third-party interventions that endanger our rights must be reported to us immediately in writing. The assertion of the retention of title and the right to restitution, as well as the seizure of the delivery item by us, do not constitute withdrawal from the contract. In the case of deliveries abroad, the acquisition of control over the goods delivered by us only passes to the end purchaser in accordance with Section 3 Paragraph 1 German Sales Tax (USTG) when the goods have left Germany.

7. Factoring

If the purchaser is supplied on account, we will assign the claim from the invoice to Deutsche Factoring Bank GmbH & Co.KG, 28195 Bremen, as part of a factoring contract. Invoices and credit notes are sent to Deutsche Factoring Bank. This does not apply to purchasers who receive delivery via credit card/PayPal or prepayment. All payments must be made to Jarltech Europe GmbH to discharge the debt fully. The bank details can be found on the respective invoices. Direct debits (B2B SEPA direct debits) are collected directly by Jarltech Europe GmbH.

8. Properties of goods

1. All written or oral information about the suitability and possible applications of our goods is provided to the best of our knowledge. However, they only represent our empirical knowledge, which can only be understood as an agreement on the properties of goods if we expressly agree on the properties in a contract. Agreements on properties of goods are based exclusively on the service features and specifications expressly outlined in the contract.

2. Any properties of goods that go beyond this, in particular for a specific purpose or suitability of the services, length of use or durability, only apply if expressly agreed; otherwise, the risk of suitability and use lies exclusively with the purchaser. A use assumed under the contract only exists if this expressly arises from the contract, unless the use assumed under the contract is obvious to both parties.

3. Rather, the purchaser must convince himself of the suitability of the products for the intended purpose through his own testing. Information from our brochures, technical documents and the website does not constitute an agreement on properties.

9. Warranty

1. In the event of a statutory warranty, the following provisions take precedence over the law. There is no warranty claim, for example, for normal wear and tear, nor in case of unsuitable, improper or incorrect use by the purchaser, nor in case of technical changes that do not reduce the general use value of the product, nor in case of insignificant colour deviations.

2. The purchaser is obliged to inspect the delivered goods immediately and to raise complaints immediately, no later than 8 working days after receipt (Section 377 German Commercial Code (HGB)). If a defect becomes apparent later, the purchaser must report the defect to us immediately, no later than 3 working days after discovery. Otherwise, the product is considered approved.

3. If the purchaser's complaint about defects is unfounded, we can charge the purchaser for services that we provide based on such a complaint at the purchaser's request or demand based on our current prices or, alternatively, on the usual prices, as well as additional expenses (e.g. travel costs). Products that turn out to be defect-free will only be returned after payment of any costs
incurred plus shipping costs. 

4. If the purchaser asserts a warranty claim, we must be given the opportunity to contact the manu­facturer within a reasonable period of time with a request to accept the claims asserted by the purchaser with the warranty claim.

5. If there is a defect, we are obliged, at our discretion, to remedy the defect or to deliver a defect-free item. If we are unwilling or unable to repair or deliver a new product, or if the repair or new delivery fails, the purchaser is entitled, at his discretion, to demand withdrawal or a corres­ ponding reduction in the purchase price (reduction).

6. The statute of limitations begins one year after delivery of the item or – if legally required – after acceptance. In the cases of Sections 438 Para. 1 No. 1 and 2, 438 Para. 3, 634 a Para. 1 No. 2 and 3, 634 a Para. 3 German Civil Code (BGB), the limitation period specified therein applies. If we are liable for damages due to the warranty in accordance with the law and Section 10 of these GTCs, the warranty period with regard to the claim for damages is based on the statutory provisions. The provisions of supplier recourse in accordance with Section 445 a BGB do not apply unless the end purchaser is a consumer.

10. Limitations of liability

1. If we, our legal representatives, employees or vicarious agents, violate an obligation with intent or gross negligence, regardless of the nature and on whatever legal basis, in particular from the contractual relationship or in the case of intentional or grossly negligent committing of an unlawful act, we are liable for the resulting damage to the purchaser according to law.

2. If we, our legal representatives, employees or vicarious agents, violate an obligation through simple negligence, regardless of the nature and on whatever legal basis, in particular from the contractual relationship or in the case of simply negligent committing of an unlawful act, claims for damages against us by the purchaser are excluded, unless there is a simple negligent violation of an essential contractual obligation. In this case, our liability is limited to the foreseeable damage that is typical for the contract. An essential contractual obligation in this sense is one whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the purchaser regularly trusts and can rely.

3. The above exclusions or limitations of liability do not apply in the case of liability due to culpable injury to life, body or health, in the case of liability due to fraudulent concealment of a defect, in the case of liability due to non-fulfilment of a properties guarantee, nor in the case of liability according to the German Product Liability Act.

4. The statutory rules on the burden of proof remain unaffected.

5. We are only liable for the loss of data and programs and their restoration to the extent stated above and only to the extent that this loss could not have been prevented by appropriate precautionary measures on the part of the purchaser, in particular, the creation of backup copies of all data and programs and the implementation of “accuracy checks”.

11. Copyright levy

Unless the invoice contains an express reference to the copyright royalty applicable to a specific device or storage medium, the purchaser shall indemnify Jarltech in the event of claims or demands from third parties or a copyright collective regarding copyright royalty for the products purchased by the purchaser from Jarltech. In the event of a claim being made against Jarltech by a copyright collective, the purchaser is obliged to pay Jarltech the copyright royalties that Jarltech has paid for the products purchased by the purchaser, as well as any other further damages Jarltech may incur as a result of such a claim, including all reasonable legal defence costs.

12. Demo devices

If Jarltech makes devices available as demonstration devices (“demo devices”), the demo devices remain the property of Jarltech. Jarltech may request the return of a demo device at any time within 10 days. If the purchaser does not comply with this, the demo device is deemed to have been purchased by the purchaser at the list price valid on the day the deadline expires.

13. Obligation to maintain confidentiality and monitoring of access data

The purchaser is obliged to keep his access data in the form of the dealer number and password secret and to protect it from unauthorised access by third parties. He is also responsible for keeping employees' access data confidential and will instruct his employees accordingly. The purchaser must inform Jarltech immediately if he discovers unauthorised use of his access data or if he suspects this.

14. Liability of the purchaser for unauthorised use of the access data

The purchaser is fully liable for the damage incurred by Jarltech due to unauthorised use of his access data if and to the extent that the purchaser has culpably violated his aforementioned obligation to maintain confidentiality and monitor the access data.

15. Data protection

1. The parties undertake to comply with applicable data protection laws, including the Federal Data Protection Act and the EU General Data Protection Regulation (EU Regulation 2016/679), when processing the other party's personal data.

2. If we, as processor on behalf of the purchaser, process personal data as data controller in the context of deliveries or services, additional, special regulations regarding the order data agreement apply in addition to these GTCs.

16. Place of performance, place of jurisdiction and application of law

The place of performance is our company headquarters. The exclusive international place of jur­isdiction for all disputes arising from the business relationship is the Federal Republic of Germany. The exclusive local place of jurisdiction is Frankfurt am Main if the purchaser is a merchant, a legal entity under public law or a special fund under public law. German law applies exclusively to the entire business relationship between us and the purchaser, excluding the UN Convention on Contracts for the International Sale of Goods and international private law.

17. Miscellaneous

The failure by Jarltech to exercise any rights does not constitute a waiver of such rights. The ineffectiveness of individual provisions does not affect the binding nature of these GTCs..

Terms of Jarltech One-Click-Services

Pre-exchange Service

1. The pre-exchange service only protects devices that are proven to be defective. The dealer must determine the warranty defect himself and appropriately report the malfunction to Jarltech.
2. The shipment of a replacement device in a pre-exchange case is subject to availability. Jarltech also reserves the right to replace the device with a model of equivalent or higher quality from the same or from another manufacturer, or replace it with a used device in an equivalent condition.
3. If a device is no longer offered by the manufacturer (EOL) and is therefore no longer available to Jarltech, the customer will receive a used device or an adequate successor product as part of Jarltech's Pre-Exchange service.
4. The customer will return the defective device to Jarltech at the customer's expense and risk no later than 10 days after receipt of the replacement device, exclusively to the following address: Jarltech Europe GmbH, Jarltech-Platz 1, 61250 Usingen, Germany. Return of goods to other subsidiaries cannot be accepted.
5. If the customer does not return the defective product within 10 days after receiving the replacement unit, the customer accepts Jarltech's charge for the replacement unit.

6. Return shipment from the customer to Jarltech must meet the following conditions:

   a. The defective device must be returned with all accessories, instruction manuals, etc.

   b. The defective device must be returned in the manufacturer's original product packaging and with all original packaging materials to adequately protect the product during shipment.

   c. Sufficient protection of the original product packaging must be ensured by the use of suitable transport outer packaging.

7. If accessories or parts of the packaging of the returned product are missing, the customer accepts the corresponding charge by Jarltech. Liability is limited to the new price of the device.

8. If the device turns out to be NOT defective but functional, the customer accepts:

   a. the return shipment of the device from Jarltech to the customer at the customer's expense and the charging of a handling fee of EUR 20.

   b. the charging by Jarltech of the replacement device received by the customer due to the improper use of the Pre-Exchange service.

   c. that Jarltech refuses to take back or credit both devices if the customer's error diagnosis was wrong.

9. If the processing leads to complications (e.g. return of a damaged exchange device) or the customer does not accept the charging of non-returned products, etc., the customer loses his right to further Pre-Exchange services.

10. Pre-Exchange service will be refused if there is no positive credit rating for the customer.

Warranty Extension

1. The Jarltech warranty extension service extends the liability of the original manufacturer warranty to 36 calendar months in total, regardless of the original warranty period.
2. The warranty covers failure of the product due to production or constructive errors that existed when the product was purchased. The existence of a constructive or production error must be proven by the customer, as long as this clause does not conflict with other legal regulations.
3. The warranty does not cover wear and tear, nor failure, caused by external damage or improper use of the product.
4. The warranty explicitly excludes maintenance parts that physically wear off or have to be regularly replaced after typical use, especially, but not limited to, printheads, platen rollers, consumables, ink, springs.
5. The warranty period begins with the physical delivery of the product by Jarltech to the reseller.
6. The warranty covers only liabilities that are also covered by the original manufacturer warranty of the product towards Jarltech.
7. To fulfill their warranty liability, Jarltech can either, and upon sole discretion, repair the product or replace it with a product, used or new, of comparable features in a similar condition, both within a reasonable timeframe.
8. Products that prove to be not defective will be returned only after the receipt of a check-up charge according to the valid price list, plus shipping cost.

9. The purchaser pays the shipping costs for returning an item to Jarltech. Jarltech will bear the cost of return shipment to the purchaser if there is a warranty case.