Etiscan GmbH, Woellstadt - General Terms and Conditions

§  1 General - Validity

1. These terms and conditions apply to all current and future business relationships and are valid for all business transacted by Etiscan GmbH (hereinafter referred to as "Etiscan").
2. Deviating, conflicting or supplementary general terms and conditions from the client, even where known beforehand, shall only become part of the contract if and to the extent that their validity has been expressly agreed upon in writing.

§ 2 Effectiveness

1. Quotes from Etiscan are non-binding, except where expressly agreed otherwise.
2. All information and illustrations in quotes, brochures, advertisements, catalogues or other information materials from Etiscan are for guidance only and do not need to correspond to the latest state of the art. They do not therefore imply any statement as to quality nor any guarantee and are not relevant in determining performance and delivery status under the contract.
3. The contract only becomes effective upon written order confirmation from Etiscan, which may be sent electronically (email).
4. Where customers order goods from Etiscan in the absence of a formal quote, they are making a binding statement that they wish to purchase the goods ordered. Etiscan is entitled to accept the offer of contract implied in the order within two weeks of receipt by Etiscan. Acceptance can be notified either in writing or by delivering the goods to the customer. Where customers order goods electronically, Etiscan will confirm receipt of the order by return, although this confirmation of receipt does not yet constitute binding acceptance of the order. Acknowledgement of receipt may be combined with notification of acceptance. Where customers order goods electronically, the wording of the contract will be saved by Etiscan and sent to the customer on request, along with the present General Terms and Conditions, by email.
5. Customers declare acceptance of copyright protection and warranty conditions by opening the relevant original packaging.

§ 3 Retention of title

1. For contracts with end-users, Etiscan retains title in the goods until the purchase price has been paid in full; for commercial contracts, Etiscan retains title in the goods until all accounts outstanding under the commercial relationship have been settled in full.
2. Where a customer acts in breach of contract, Etiscan shall be entitled to recover the goods. This demand for the return of goods only represents a withdrawal from the contract where Etiscan expressly declares this in writing.
3. Customers are only entitled to sell goods on or process them further without consent from Etiscan where the goods were expressly declared as being intended for resale in the order. The customer is then required to protect the property under reserve of title from seizure by third parties with reference to Etiscan's rights, and to notify Etiscan.
4. Customers are entitled to resell goods in the ordinary course of their business. In doing so they assign to Etiscan all amounts due under invoices relating to the sale to a third party. Etiscan duly accepts this assignment. Following assignment, the customer remains empowered to recover the sum due. Etiscan reserves the right to recover the sum due in their own right upon the customer not discharging their payment obligations in full and being in default of payment.

§ 4 Delivery, lead time, late delivery

1. Delivery is ex-works from a warehouse in the same country. Risk transfers to the customer upon the goods ordered being handed over to a forwarding agent or to any other person entrusted with transport; this also applies to delivery carriage-paid. Etiscan is entitled, but not required, without express written instructions, to insure the carriage at the customer's expense. Where a customer is the end-user, the risk of accidental loss and damage does not transfer to the customer until the item is delivered, even where the item is sold by mail order.
2. Lead times and delivery dates quoted in the order are not firm. Where the customer needs to make preparations in advance before delivery can be effected, the lead time does not begin until this has been completed. The lead time begins upon receipt of all documents required under the terms of the order confirmation to be provided by the customer, plus any deposit agreed. The lead time has been met where the item to be supplied has left the Etiscan works within either the delivery lead time or a reasonable grace period, or upon notification that the goods are ready for despatch. Etiscan is entitled to make part deliveries; these will be invoiced on part invoices.
3. Etiscan accepts no liability for late delivery owing to force majeure, following revised regulatory approval or legal requirements, business interruption, employment disputes or supply chain issues, including where these occur at the vendor's premises, even where delivery dates are binding. In such circumstances, the agreed delivery date is deemed extended by the time taken for the obstacle to clear. No liability towards the customer is accepted for damage owing to late delivery, except where the delay arises due to intent or gross negligence on the part of Etiscan.

§ 5 Properties of materials, intended use

1. It is for the customer to establish whether the labelling and devices supplied and/or recommended by Etiscan are suitable for the intended use. This applies particularly to self-adhesive labels, as the reaction of the adhesive to certain materials (including plastic, textiles, etc.) cannot always be predicted. In this respect, recommendations do not apply as a statement as to quality or guarantee on the part of Etiscan. Regarding labels, slight variations in size, colour, adhesive, quality and other properties do not constitute grounds for complaint on the part of the customer.
2. Scanning quality of labels printed on the Etiscan system is only to be regarded as an indicator of quality, where:                                                                                                     a)the device is in perfect working order;                                                                                                                                                                                                                                     b)the printing plate and label feed roller are cleaned regularly by the customer using the materials supplied. Notwithstanding this, it is for the customer to establish printer output scanning quality using commercially available test equipment. In this respect, Etiscan accepts no liability for damages from customers or third parties arising from inability to scan or from misprinted barcode labels produced by a defective Etiscan system.

§ 6 Acceptance

1. Fourteen days are allowed for acceptance starting from delivery of the goods or services. During this time, the customer is required to carry out acceptance testing and to compile a record of any faults identified, in a comprehensible form based on technical records.
2. Should the customer refuse acceptance owing to material faults, Etiscan is entitled to repair or replace the item and to advise availability for acceptance once more. Where the customer has not confirmed acceptance within 14 calendar days or has failed to report any nonconformities identified, the goods are deemed to be accepted.

§ 7 Pricing and payment terms

1. All prices are strictly net ex-works and exclude packaging, transport and transit insurance, customs duties and charges, other taxes and statutory sales tax.
2. Payment in euros is to be made to Etiscan within fourteen days of receipt of the invoice without deduction and free of all charges. Late payment shall, without prejudice, attract interest on sums overdue calculated at 4% per annum above the European Central Bank base rate. Etiscan reserves the right to claim a higher level of damages.
3. The customer shall only be entitled to withhold payment or to offset same against counterclaims where such go undisputed or have been established in law. Furthermore, the customer can only exercise the right to withhold payment where the counterclaim is based on the same contractual relationship.

§ 8 Returns policy

1. When purchasing consumer goods as defined in § 13 of the German Civil Code (BGB), customers are entitled to return the goods within two weeks of delivery. The right to return goods can be exercised by sending back the goods or, where the goods cannot be sent by normal carrier, by requesting they be taken back; despatching within the time allowed is sufficient for meeting the deadline. Etiscan is responsible for return carriage charges.
2. When exercising the right of return, the cost of return carriage is the responsibility of the customer on orders below €40 in value, except where the goods delivered do not match the description. The customer does not have to bear the cost of return carriage on orders over €40 in value.
3. The customer will be charged for any deterioration caused by using the goods normally as intended. The customer should take care to examine the goods thoroughly. Any loss in value from use beyond just inspection leading to the fact that the goods can no longer be sold as "new", has to be borne by the customer.

§ 9 Project management and customer involvement

1. Etiscan appoints one person as the project manager who will be the customer's contact. In particular, the project manager is entitled to make decisions on behalf of Etiscan and is available to the customer for any necessary information. The project manager is responsible for content and time planning and reporting.
2. The customer is expected to support Etiscan and to cooperate with all requirements and services in good time and to the extent required. This includes, in particular, providing Etiscan with sufficient workplaces and work equipment free of charge in its operating environment when on site. Delays or incomplete or inadequate discharge of the requirement for cooperation will be for the account of the customer.

§ 10 Warranty

1. Etiscan guarantees that on transfer of risk goods are free from material or manufacturing faults. Etiscan will forward details of software errors in standard software to the relevant developer. Software errors in bespoke software must be reported in writing and specified and documented in such a way that the report can be verified.
2. In the event of defects in the goods delivered, Etiscan is entitled, at its sole discretion, to honour the guarantee through free of charge repair or replacement. If the (repaired or replaced) item proves unsatisfactory a second time, the customer can on principle, at their discretion, demand a reduction in the contract price (reduction) or cancellation of the contract (withdrawal). Merely minor nonconformities, in particular merely minor defects, shall not entitle the customer to withdraw from the contract.
3. Customers are required to report obvious defects within ten days from receipt of the item delivered, in writing, otherwise these are not covered under the warranty. Sending such a defect report in time is sufficient for meeting the deadline. The burden of proof for all warranty claims lies with the customer, in particular regarding the defect itself, the point at which the defect was identified and for reporting defects in good time. The above applies similarly to end-users, with the exception that they must report obvious defects in writing within two months of identifying any nonconformity.
4. If the customer decides to withdraw from the contract owing to a legal or material defect following repair or replacement under warranty, they are not entitled to make any additional claims for damages due to the defect.
5. If the customer elects for compensation following repair or replacement under warranty, the goods will remain with the customer if this is acceptable. Compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if Etiscan was at fault in breaching the contract.
6. The warranty runs for one year following delivery. For consumers, the limitation period is two years from delivery.
7. Guarantees in the legal sense are only given by Etiscan if they are expressly included in the order confirmation and are designated as an assurance of certain properties of the delivery item.
8. The guarantee is invalid if the customer or a third party commissioned by them performs any unauthorised work on the item delivered.

§ 11 Liability

1. For minor breaches of duty through negligence, Etiscan's liability is limited to the foreseeable, reasonable and typical values for that product. This also applies to minor breaches of duty through negligence on the part of our legal representatives or anyone acting on our behalf.
2. We accept no liability towards business customers for minor breaches through negligence of minor contractual requirements.
3. The foregoing limited liability does not apply to claims brought under Etiscan's product liability. Furthermore, this limited liability does not apply in the case of physical injury or damage to health attributable to Etiscan or customer loss of life attributable to Etiscan. 

§ 12 Miscellaneous

1. The law of the Federal Republic of Germany applies. The provisions of the Vienna Convention shall not apply.
2. Additions and revisions to the contract should be in writing. This also applies to the requirement to be in writing.
3. Should individual clauses of the contract with the customer, including these general terms and conditions, be or be held wholly or partially invalid, this shall not affect the validity of the remaining clauses. Alternatives to ineffective or unenforceable clauses are to be agreed which come as close as possible in law to what the parties originally intended.