Conditions

1. General
Upon placing an order with Ätzkunst GmbH & Co. EMKA KG, in the following referred to as “Seller,” the Buyer agrees to these solely applicable Terms and Conditions of Sale. Other terms and conditions not in writing and not accepted in writing from Seller are not binding. Should any of these agreed terms and conditions at any time fail to be valid, all other terms and conditions shall remain valid. These Standard Terms and Conditions of Sale apply solely to companies, non-human legal entity and public trusts or organizations as per § 310 Abs. 1 BGB.

2. Quotes
Quotes made by the Seller are provided as non-binding quotations and are valid for a maximum of 6 months.

3. Orders
The Seller provides a written confirmation of receipt of orders only if individual details of an order expressly require written confirmation. If neither an order confirmation nor a written statement to the order is provided, the order shall be considered accepted.

4. Delivery
If the Buyer requires ordered articles by a specific date, it is invariably necessary to specify the desired dates in the written order as fixed deadlines. The Seller’s lead time is generally 4 to 12 weeks, depending on the products ordered and current manufacturing capacities. Delivery of ordered items is subject to punctual and duly satisfied performance of obligations by the Buyer. The right to a plea of non-performance shall remain unaffected.
In the event of acceptance default or other culpable violation of duty to cooperate by the Buyer, the Seller shall have the right to compensation for damages, including all additional expenses. Additional rights are reserved. The liability for accidental loss of ordered items or the accidental deterioration of their quality shall transfer to the Buyer at the time of the default of acceptance or culpable violation of duty to cooperate.
For all other orders, the Seller strives to ship the orders within a reasonable time. If the Seller fails to provide ordered articles within the normal period, the Buyer shall have the right to set a final deadline, whose length shall extend no shorter than the original delivery deadline.
If the manufacture or shipping of the ordered items becomes impossible or significantly difficult due to circumstances beyond the Seller’s control, regardless of whether the circumstances occur in the Seller’s production facility or with the vendors (e.g. force majeure, operating shutdowns, fire or labor conflicts, etc.), the Seller shall be exempt from the obligation to provide the order for the duration of the shutdown and subsequent effects.

5. Right to Reproduce
If a Buyer provides the Seller with finished, reproduction-ready line drawings, the drawings remain the Buyer’s property. Uses other than those specified by the Buyer are excluded. Film, printing plates, blocks, etchings, engravings, etc. remain the property of the Seller and remain in the Seller’s possession.
If the Seller creates finished artwork as per postcard or other copies, art, media etc. and charges the Buyer the usual percentage for artwork, prepress and printing fees, the Buyer retains the rights as long as the Buyer orders the finished products from the Seller. Failing to order for a period of 18 months, causes the Buyer to forfeit this right. There is no reimbursement for the Buyer’s paid percentage of the costs.
Drafts, sketches, artwork and other work provided by the Buyer to aid in the production of the order may be subject to copyright law. The Buyer has the responsibility to determine if copyrights apply. Screening or investigation by the Seller, or the responsibility for such to determine whether drafts, sketches and artwork may violate registered copyright, trademark or patents is not allowed, meaning the Seller cannot perform such services. The responsibility is thus solely the Buyer’s.

6. Blueprint and Contract Proofs
The approval of blueprint and contract proofs release the Seller from responsibility for the correctness of the product produced based on the Buyer’s supplied artwork.
The Seller has no liability for any errors due to unclear or insufficient information provided by the Buyer in the documents, materials and correspondence in conjunction with the order, excluding defects caused by carelessness or malicious intent.

7. Catalogue Product Representation (images, etc.)
The Seller reserves the right to use visual representations of all the Seller’s manufactured products in Seller’s catalogue as examples of work. Buyers acknowledge the Seller’s right to use images of their products when they order. This applies to inscriptions and engraving that may appear in images of products other than theirs to demonstrate examples of potential work.

8. More or Less Delivery and Charges
For custom manufacturing and articles, i.e. those made as per customer specifications, the Seller reserves the right to provide 10 percent more or less than the quantity ordered, and to charge for the actual amount provided, which is common and allowed in the industry branch.

9. Minimum Order
The minimum order is € 100. The Seller charges a mark-up for smaller volume purchases.

10. Packaging
Terms of shipping are free carrier Zimmern ob Rottweil. The Seller bills the Buyer for the packaging at Seller’s cost. For orders over € 200 net, there is no charge for packaging, However, the Seller reserves the right to use his prefered forwarder for shipping. Should the Buyer desire a specific way of shipping that is more costly, the Seller may charge the Buyer for the difference.

11. Terms of Payment
The terms stated in the order confirmation apply. Otherwise, payment on the Seller’s invoices is due within 14 days with 2 % discount or 30 days net.
The Seller accepts bills of exchange in conjunction with special agreements, but only as a means of payment. In such cases, the Buyer is responsible for all costs associated with the bill of exchange. The Seller accepts no responsibility for the punctuality of protests. The Seller reserves the right to charge 2 % interest above the applicable discount rate without prior notice should the Buyer default on payment within specified term.

12. Proprietary Rights
Products remain the Seller’s property until full payment for the products has been executed.
The Buyer has the right to sell in due manner products (reserved goods) that are the Seller’s property. However, the Buyer relinquishes now all rights from the resale regardless of whether the goods are sold before or after processing, or whether they are sold in conjunction with real estate or whether or they are sold not in conjunction with tangibles.
The Buyer still has the right to collect the proceeds from such sales after relinquishing the right to keep the proceeds. The Seller’s right to collect the proceeds shall remain intact; however, the Seller agrees not to exercise this right provided the Buyer fulfils the duty to compensate the Seller in due manner. Should the Seller exercise the right to collect the proceeds from the sale of the goods, the Seller shall be entitled to an amount that is equivalent to the price agreed to by Seller and Buyer for the delivered goods.

13. Warranty
The Buyer shall give the Seller immediate written notice of any defects, within no later than 10 days after receiving the goods. Insignificant or minor flaws, superficial or color in their nature, typically characteristic of a specific manufacturing technique do not warrant a return claim, provided they are not visible to the eye at a swiftly passing quality control check, at 60 cm distance and under normal light conditions, and thus fail to affect the overall salability of the product. Rights to claims for hidden defects have no validity 12 months after delivery of the goods.
The Seller may choose to either replace or remedy defective products at no cost to the Buyer provided the Buyer provides notice of the claim and returns the product or product parts within the specified term. The Buyer may withdraw from the purchase contract or demand a price reduction only if the replacement product or remedied product is unsatisfactory. The Buyer has no right to compensation for any damages suffered including profits that are attributable indirectly or directly to the defect. Increased shipping costs of the contract partner will be assumed only if the delivery deadline confirmed by the Seller is exceeded due to deliberate or gross negligence by the Seller causing added shipping costs for the Buyer.

14. Withdraw
The Seller reserves the right to withdraw from the agreement, partially or in full, if the Buyer defaults on acceptance of goods or has financial troubles, in particular if the Buyer is faced with a court settlement or bankruptcy procedure. In the event the Seller withdraws, the Buyer shall have no right to compensation for damages.

15. Liability
(1) The Seller’s liability for compensation for damages, regardless of the legal basis, especially, impossibility, default, erroneous delivery, breach of contract, failure to perform duties in negotiation of agreements and unlawful acts, in so far as the Seller is liable, shall be limited in accordance with Clause 13.
(2) The Seller shall not be held liable in the event of negligence by Seller’s organization, legal representatives, employees, assistants as long as there is no violation of significant duties specified by the agreement. Significant duties specified by the agreement are punctual delivery and installation of the articles to be provided, the products’ freedom from defective title, as well material defects that significantly or only slightly affect the usefulness or functionality of the delivered article, as well as advisory, protective or proper care duties that the goods provided by the Seller at the request of the Buyer in the purchase agreement are to provide the Buyer with, or the protection of health and lives of the Buyer’s personnel or the protection of the Buyer’s property from significant damage.
(3) If the Seller is liable in accordance with Clause 13 Paragraph 2, the liability for damages is limited to those consequences that the Seller had foreseen as the result of a potential violation of the agreement or that the Seller should have foreseen if exercising due diligence or care and attention. In addition, indirect damages and consequential damages that result from defects in the delivered product are only redressible provided such damages may be expected in the course of regular, compliant use of the product.
(4) If the Seller is liable for ordinary negligence, the extent of compensation by the Seller for property damage and financial loss is limited to 3 million euros per liability claim (as per current insurance sum limit on the Seller’s product liability insurance), including incidents of violations of essential contract obligations.
(5) The above-mentioned disclaimers and liability limits apply to the same extent to organization members, legal consul, employees and other assistants to the Seller.
(6) To the extent the Seller provides technical information or advice that does not belong to the scope of the obligatory content of the agreement, the Seller provides such without right to compensation and without any liability.
(7) The limitations of Clause 13 do not apply to liability of the Seller for deliberate acts, guaranteed product qualities, injury to life, body or health or as per product liability law.

16. Data Privacy
As per General Data Protection Regulation, we are a “processor” as defined in Article 4 No. 8 with regard to data privacy. The “controller” (usually retailer) is the Buyer. It is the responsibility of the controller to obtain the consent of the consumer, i.e. the retail customer.

17. Place of Jurisdiction – Place of Performance
Place of performance and payment is Zimmern o. R., Germany
The place of jurisdiction for all legal disputes in conjunction with this agreement if the Buyer is a merchant is for Zimmern o.R the district or regional court. This applies for check or bill of exchange disputes, as well. Ätzkunst is also duly authorized to act in the jurisdiction where the Buyer’s business is.

18. Applicable Law
Applicable is solely German law. The laws “Einheitliches Gesetz über den Abschluß von internationalen Kaufverträgen über bewegliche Sachen“ (BGBl. I S. 856, BGBl. I S. 868) from July 17, 1973 are not applicable.

19. Languages, Translation
These Terms were drawn up in the German language. An English translation is provided solely for convenience. If there are any discrepancies between the German and English texts, the German has precedence.