General Terms and Conditions of Jarltech Europe GmbH
as of 1 October 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 customer is supplied a factoring account with a credit limit, we assign the claim from the invoice to the factoring company indicated on the invoice, within the framework of a factoring agreement. Invoices and credit notes are transmitted to this factoring company. This does not apply to customers who are supplied to via credit card, PayPal, or prepayment. All payments made to one of the accounts specified on the invoice will have a debt-discharging effect. 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 (“PE Service”)
The PE Service, which can be purchased for a fee, is valid until the end of the warranty period or, if purchased, for the period of the Jarltech warranty extension.
The PE Service only protects devices that can be proven to be generally defective in terms of functionality, not in case of damage caused by force. The purchaser must determine this defect himself and report it to Jarltech with a corresponding description of the error.
In PE Service cases, the replacement device will be shipped subject to availability. Jarltech also reserves the right to replace the device with a model of equal or higher quality from the same or another manufacturer, or with a used device in equivalent condition.
If a device is no longer offered by the manufacturer (EOL) and is therefore no longer available to Jarltech, the purchaser will receive a used device or an adequate successor product as part of the PE service.
The purchaser will return the defective device to Jarltech no later than 10 days after receipt of the replacement device at the purchaser's expense and risk, exclusively to the following address: Jarltech Europe GmbH, Jarltech-Platz 1, 61250 Usingen, Germany. Returns of goods to other locations cannot be accepted.
If the purchaser does not return the defective product within 10 days of receipt of the replacement device, the purchaser must accept Jarltech's charging for the replacement device.
The return from the purchaser to Jarltech must meet the following conditions:
a. The defective device must be returned with all accessories, operating instructions, 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 transport. The defective device must not be damaged by force from the outside or inside.
c. Adequate protection of the original product packaging must be ensured by using suitable outer transport packaging.If accessories or parts of the packaging of the returned product are missing, the purchaser must accept the corresponding charging by Jarltech. Liability is limited to the new price of the device.
If the device turns out to be NOT defective but functional, the purchaser must accept the following:
a. the return of the device from Jarltech to the purchaser at the purchaser's expense and the charging of a processing fee of EUR 20.
b. the charging by Jarltech for the replacement device that the purchaser received through improper use of the Pre-Exchange Service
c. Jarltech refuses to take back or credit both devices if the purchaser's error diagnosis was incorrect.If the process leads to complications (e.g. return of a replacement device that is externally damaged) or if the purchaser does not accept the charging due to products not being returned, etc., the purchaser loses his right to further use of the Pre-Exchange Service.
The Pre-Exchange Service is not available to purchasers who do not have a positive credit rating.
Additional conditions for extending the warranty period
The Jarltech warranty period extension, which can be purchased for a fee, extends the duration of the original warranty period to 36 calendar months.
The extension of the warranty period leaves all other contractually agreed or legally applicable regulations regarding the warranty unaffected.
The warranty does not cover damage or failure caused by wear and tear or by unsuitable, improper or incorrect use, or damage caused by external damage.
The warranty explicitly excludes maintenance and repairs for parts that are subject to physical wear and tear or need to be replaced regularly during normal operation. This applies in particular to printing heads, printing rollers, consumables, ink and springs.
The warranty period begins with delivery of the item by Jarltech to the purchaser – if legally owed – after acceptance.
If the purchaser asserts a warranty claim, Jarltech 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.
In order to fulfil the warranty obligation, Jarltech is obliged, at its own discretion, to remedy the defect or to deliver a defect-free item. If Jarltech is unwilling or unable to repair or deliver a new product, or if the repair or new delivery fails, the purchaser is entitled, at its own discretion, to demand withdrawal or a corresponding reduction in the purchase price (reduction).
If the purchaser's complaint about defects is unfounded, Jarltech can charge the purchaser for services that Jarltech provides based on such a complaint at the purchaser's request or demand based on Jarltech’s 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.