General Terms and Conditions of Geiger GmbH (AGB)
1. preamble
Geiger GmbH offers its customers complete creative solutions, especially in the field of figurative advertising. This includes the following areas in particular:
– Development, design, production, procurement and logistics of advertising materials
– Printing, embroidery, lasering and finishing of textiles and merchandising products of all kinds
– Import of own products on behalf of customers.
– Worldwide logistics of own or third-party goods.
– Import, warehousing and sale of personal protective equipment, rapid tests, etc.
– Creation and distribution of online shop systems and purchasing platforms.
The offer of Geiger GMBH is aimed exclusively at commercial customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code). § 14 BGB are. It is not aimed at end customers/consumers within the meaning of. § 13 BGB.
2. general
2.1
These provisions conclusively govern the legal relationship between Geiger GmbH and its customers, subject to relevant statutory provisions and individual agreements recorded in writing. The Customer shall also recognize these provisions as binding for future transactions with Geiger GMBH.
2.2
These provisions are conclusive. The following applies with regard to provisions of the customer that deviate from these provisions: We do not recognize and object to any terms and conditions of purchase of the customer that contradict, supplement or deviate from our General Terms and Conditions. There are also no verbal agreements that go beyond these provisions. Such agreements must be made in writing in order to be valid.
2.3
These provisions apply exclusively to customers who are not end customers/consumers (see Section 1 of these General Terms and Conditions).
2.4
Geiger GmbH reserves the right to amend these provisions and/or individual parts of these provisions, including unilaterally. The current version of the terms and conditions shall apply, whereby the time of conclusion of the contract shall always be taken as the basis.
2.5
The customer acknowledges that certain products and services may be subject to special import/export controls and/or restrictions. Prior examination of and compliance with such regulations is the sole responsibility of the customer. The customer agrees that no product may be exported or resold – whether directly or indirectly, separately or as part of a system – without the customer having first complied with all regulations and applicable legal provisions at its own expense and, for example, having obtained the necessary approval from a competent authority and/or other (governmental) body. The same applies if special documents are required for the import/export of certain products, the procurement of which is also the responsibility of the customer. If the Customer requires a certificate of origin, Geiger GmbH must be informed of this when the order is placed; Geiger GmbH shall be entitled to charge the Customer a lump sum of € 25.00 per certificate of origin for the (additional) expenses incurred in the context of applying for/issuing such a certificate of origin.
3. conclusion of contract
3.1
Products and services offered by Geiger GmbH in catalogs are non-binding invitations to the customer to submit an offer. In this respect, the respective specifications and detailed designs of the products and services offered by Geiger GmbH are non-binding and noncommittal. A declaration of intent on the part of the Client aimed at the conclusion of a contract shall always constitute an offer. The Customer shall be bound by this, provided that the products and services ordered by him are kept in stock by Geiger GmbH in the desired specification and quantity or can be delivered within a reasonable period of time. If the Client does not receive a confirming notification from Geiger GmbH within 14 days of submitting its offer and Geiger GmbH has not yet started to execute the order, the Client shall no longer be bound by its offer.
3.2
A confirmation from Geiger GmbH of the receipt of an order/offer does not constitute a declaration of acceptance.
3.3
We agree the following right of withdrawal with our customers in the event of our own non-delivery: If we are not supplied ourselves, although we have placed congruent orders with reliable suppliers, we shall be released from our obligation to perform and may withdraw from the contract. The same applies if the non-delivery is not a congruent order (so-called “congruent covering transaction”), but the required goods are needed 1:1 as a preliminary product for the customer order and we are not responsible for the delayed, defective or non-delivery by our supplier. We undertake to inform the customer immediately should the performance of a contract prove to be impossible for Geiger GmbH – for example due to the non-availability of a certain product. Any consideration already paid – in part or in full – shall be refunded immediately.
3.4
Preliminary services (concepts, drafts, stand sketches, etc.) provided at the request of the customer within the framework of an initiating contractual relationship can be invoiced to the customer taking into account the respective time expenditure, even if a contract is not subsequently concluded between the parties, insofar as Geiger GmbH is not responsible for this. If Geiger GmbH produces preliminary work of the above-mentioned type for the Client, the resulting work results shall be released by the Client after inspection prior to the further execution of the contract. The inspection period shall be two weeks from receipt of the work results by the Client. After expiry of the inspection period, the release shall be deemed to have been declared. Alternatively, Geiger GmbH may decide to reject the order after expiry of this inspection period and not to execute it. In this case, it shall be released from its obligation to perform. The Client shall be free to approve the order at a later date; however, this shall be regarded as a new contractual offer after expiry of the two-week inspection period, which Geiger GmbH may, but is not obliged to, accept.
3.5
Production and delivery periods agreed with the customer shall not commence until the customer has made the agreed advance payment and provided all necessary cooperation, in particular has declared approval of the artwork sent
3.6
Once a contract has been concluded, Geiger GmbH shall grant the Customer the option of unilaterally withdrawing from the contract in accordance with Section 353 of the German Civil Code (BGB) against payment of a penalty amounting to 20% of the expected net final invoice amount, if and as long as the contractual goods have not yet been bindingly ordered by Geiger GmbH – for example from an upstream supplier of Geiger GmbH. Such a withdrawal by the Customer shall only be effective if the penalty is paid to Geiger GmbH before, but at the latest at the time of the declaration of withdrawal. Before submitting such a declaration, the Customer must ensure with Geiger GmbH that the prerequisites for such a withdrawal still exist, in particular that the goods have not already been bindingly ordered by Geiger GmbH. Otherwise, the withdrawal shall not be effective, irrespective of any payment having been made. If the activity of Geiger GmbH is a service under a contract for work and services and the Customer terminates the contract after Geiger GmbH has commenced its activity, the Customer shall reimburse all previous expenses in accordance with the provisions of § 648 BGB, plus at least a further 5% of the total contract sum upon execution of the order. Geiger GmbH shall be free to prove a higher loss. The same provision shall apply mutatis mutandis insofar as Geiger GmbH does not provide a service under a contract for work and services, but another service which can be subdivided into execution steps similar to a contract for work and services. In this case, in the event of termination after the start of execution, the customer shall reimburse the time spent to date from the total time budget plus a further 5% of the total amount.
3.7
Prices quotedby Geiger GmbH do not include the statutory value added tax at the current rate. Shipping and packaging costs are not included unless explicitly stated in the offer.
4. dispatch, delivery, transfer of risk
4.1
Delivery – if requested by the customer – shall be made against advance payment, unless a different method of payment has been agreed between the parties. The same shall apply in the case of delivery of samples to be sent to the customer at the customer’s request.
4.2
The costs incurred in the course of each shipment (shipping and packaging costs) shall be borne by the customer.
4.3
Geiger GmbH shall be entitled to increase prices for the services to be provided by it in accordance with the contract in line with a general increase in costs if there are more than six weeks between conclusion of the contract and the agreed delivery date and if wages, material costs or market cost prices increase or exchange rates change thereafter until completion. If this price increase would make the entire order so much more expensive that Geiger GmbH must assume that the order is foreseeably uneconomical for the customer, Geiger GmbH shall consult the customer before continuing with the execution.
4.4
Geiger GmbH shall be responsible for selecting the contractor to be commissioned for the shipment. This selection shall be made after careful and conscientious examination in the interests of the customer.
4.5
Geiger GmbH shall fulfill its delivery obligation upon handover of the goods to the contractor commissioned with their shipment. At the same time, the risk for all damage to the goods shall be transferred to the Customer. The place of performance shall always be the registered office of Geiger GmbH; reference is made to the provision of 12.2. Anything to the contrary shall only apply if Geiger GmbH provides its service at another location (e.g. trade fair grounds) for the purpose of fulfillment as agreed.
5. warranty
5.1
Geiger GmbH shall fulfill its contractual obligations with all due care and in the interests of the customer. The parties are aware that minor excess or short deliveries of up to 10% may occur for technical production reasons. Even beyond this, a merely minor reduction in usability shall not be taken into account and shall not entitle the customer to assert any warranty rights. In the event of a short delivery, we will issue a corresponding credit note. Reproduction or similar is excluded. In the event of an excess delivery, you will be invoiced accordingly.
5.2
Geiger GmbH warrants that the products and services provided by it have the agreed quality upon transfer of risk or – if no agreement on the quality has been made – that the products and services are suitable for the use assumed under the contract or that they are suitable for normal use and have a quality that is customary for items of the same type and that the Customer can expect according to the type of item. No further warranty is assumed. Geiger GmbH also grants no guarantee of any kind.
5.3
If products provided by Geiger GmbH are to be provided with laser inscriptions, in particular laser engravings, at the customer’s request, certain variations in contrast and/or color may occur due to product-related circumstances such as the material composition of natural materials, even within series production. Geiger GmbH cannot accept any liability for such color variations in the engraving contrasts. Even in the case of prints, customary and technically unavoidable tolerances in color, quality, material, lightfastness, variability and deviations in material and printing colors and weight shall not be grounds for complaints by the customer. The same applies to color deviations between the original and reproductions as well as between proofs and the print run.
5.4
Geiger GmbH shall endeavor to process the contract as quickly as possible, but cannot assume any guarantee for specific delivery periods, unless a specific delivery period has been expressly guaranteed in writing by Geiger GmbH.
5.5
Geiger GmbH shall be entitled to make partial deliveries, provided that the partial delivery is reasonable for the Customer in the individual case.
5.6
Upon receipt of the products delivered by Geiger GmbH, the customer shall be obliged to inspect them immediately and with due care. Any defects must be reported to Geiger GmbH immediately, but no later than 7 days after becoming aware of them. The same shall also apply to defects which only become apparent at a later date. If a defect is not reported within the period of 7 days, the delivered goods shall be deemed to have been approved. Reference is made to the obligation to give notice of defects in accordance with § 377 HGB; this is not waived by the above provision.
5.7
In the event of a defect for which Geiger GmbH is responsible, Geiger GmbH shall be free to choose whether to remedy the defect at its own expense (rectification) or to replace the defective goods with a replacement delivery. If the rectification of defects fails twice, the customer may, at his discretion, withdraw from the contract or demand a reduction in the purchase price.
5.8
Geiger GmbH shall only bear the costs incurred in the course of rectification, in particular travel and transportation costs, if the Customer has not taken the products delivered to him to a place other than the place to which the products were first sent. The costs of a replacement delivery shall be borne by Geiger GmbH. Unless otherwise agreed between the parties, the replacement delivery shall always be made to the place to which the products were first sent.
5.9
Returns sent freight collect (returns) shall not be accepted by Geiger GmbH, subject to express written consent. Notwithstanding this, Geiger GmbH shall reimburse the Customer for the costs incurred in the event of a justified return, insofar as the amount of these costs could appear to be objectively justified at the time of dispatch. In principle, Geiger GmbH shall not object to return costs at the lowest rate. Any return shipment shall be agreed between the parties in advance.
5.10 The warranty period shall be one year from delivery of the respective (contractual) products to the customer.
6. liability
6.1
Geiger GmbH shall only be liable for damages incurred by the customer in cases of intent and gross negligence.
6.2
The customer’s claims for damages are limited to the foreseeable, typically occurring damage. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by Geiger GmbH, its legal representatives or vicarious agents. Cardinal obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely. In the event of a breach of cardinal obligations, Geiger GmbH shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless the customer’s claims for damages are based on injury to life, limb or health. The aforementioned restrictions shall also apply in favor of the legal representatives and vicarious agents of Geiger GmbH if claims are asserted directly against them. The provisions of the Product Liability Act shall remain unaffected.
6.3
Geiger GmbH assumes no liability within the framework of the execution of the contract that the execution of the customer order does not violate statutory provisions, in particular that no rights of third parties are violated or competition law regulations are affected. It is in the Customer’s own interest to check and ensure in advance that the services and products ordered from Geiger GmbH are legally unobjectionable. The Client shall indemnify Geiger GmbH in full against any claims in this respect. In particular, the customer shall indemnify Geiger GmbH against any claims by third parties arising from the infringement of property rights (trademarks, copyrights, design protection, etc.) in the preliminary products (logos, texts, images, etc.) provided by the customer.
6.4
In the case of vicarious agents and legal representatives, Geiger GmbH shall not be liable for damages attributable to merely slight negligence. Furthermore, any liability shall exist exclusively in relation to the Customer as the contractual partner. Third parties not involved in the contract concluded between Geiger GmbH and the Customer shall not be entitled to make claims under any circumstances.
6.5
If Geiger GmbH is responsible for the non-compliance with bindingly agreed deadlines and dates or if we are in default, our liability shall be limited to 0.5 percent of the invoice value (excluding VAT) of the deliveries and services affected by the delay for each completed week of the delay, but in total to a maximum of 5 percent of the invoice value of the deliveries and services affected by the delay. Any further claims are excluded, unless the delay is due to gross negligence on our part
6.6
If the customer is in default of acceptance or if the delivery or completion is delayed for other reasons for which the customer is responsible, Geiger GmbH shall be entitled to charge the customer a flat rate of 0.5% of the purchase price per week, but no more than 5%, for the additional expenses incurred for the preservation and storage of the subject matter of the contract.
6.7
The limitation period for claims against Geiger GmbH that are not based on intentional conduct attributable to Geiger GmbH is one year.
7 Terms of payment, (extended) retention of title
7.1
Once a contract has been concluded, Geiger GmbH shall be entitled to demand the expected final invoice amount or a lower amount at the discretion of Geiger GmbH from the Customer in advance and to commence the manufacture/ordering of the contractual goods only after the corresponding payment has been received. Geiger GmbH shall exercise this right in particular in relation to new customers. In this respect, Geiger GmbH points out that the contractual articles/advertising materials are goods to be produced individually for the respective customer, in respect of which Geiger GmbH cannot regularly make advance payments. The data, films, tools, screens and embroidery cards etc. required for the production of an order placed with Geiger GmbH shall not be stored after completion of the order. Geiger GmbH assumes that logos, texts or similar transmitted by the customer are not personal data of the customer; in this respect, no special precautions are taken.
7.2
If the contract includes definable partial services such as, for example, but not exclusively, the creation of concepts or similar, partial payments shall be due on the total fee after their respective provision in accordance with the proportion of the partial service to the total service. Geiger GmbH shall be entitled to demand these without prejudice to clause 7.1, i.e. in particular in the event that the expected final invoice amount is not already demanded in advance by Geiger GmbH. In this respect, the provisions of § 632a BGB shall apply mutatis mutandis.
7.3
Advance payments by the customer in accordance with sections 7.1 and 7.2 above shall be offset against the final invoice. At the time of the transfer of risk, any (remaining) amount still to be paid by the customer shall be due for immediate payment without deduction. The customer shall be in default of payment no later than 30 days thereafter. The Customer shall reimburse Geiger GmbH for any damage caused by the default plus 8 percentage points above the respective base interest rate (default interest).
7.4
All goods delivered to the Customer shall remain the property of Geiger GmbH until the total amount has been paid in full. The Customer shall assume full liability for such goods owned by Geiger GmbH.
7.5
The Customer shall be entitled to consume the products delivered to it itself or to sell them in the ordinary course of business. However, Geiger GmbH may revoke this right of consumption and sale if the Customer defaults on its payment obligations. The Customer hereby assigns to Geiger GmbH by way of security all claims which it acquires from the sale against its purchaser or third parties and claims from insurance benefits due to loss of or damage to the goods subject to retention of title or from tortious acts. The customer is revocably authorized to collect these claims. Geiger GmbH shall only issue the revocation and only collect the assigned claims if the customer is in default with his payment obligations, has suspended his payments or an application for the opening of bankruptcy or composition proceedings has been filed.
7.6
Under no circumstances is a customer permitted to offset claims asserted by them. However, this shall not apply to claims that have been titled by judgment or otherwise or are undisputed. Furthermore, the Customer shall not be entitled to refuse performance on the basis of warranty claims unless the Customer’s notice of defects has been acknowledged in writing by Geiger GmbH.
8. copyrights
8.1 Services rendered by Geiger GmbH customers within the framework of a contractual relationship – which may also merely be in the process of being established – such as (but not limited to) the creation of concepts, designs, drafts, etc., shall be the exclusive property of Geiger GmbH with regard to (industrial property) rights manifesting themselves in these preliminary services, such as copyrights/design patents/trademark rights, among others. Unless otherwise agreed, the Customer shall not be granted any rights of use and/or exploitation of any kind whatsoever. This shall also apply if the work results have been created with the assistance and on the instructions of the customer. In such cases, the Customer shall be regarded as a co-author where applicable, but shall irrevocably waive the assertion of rights of use, exploitation and/or other rights under copyright law vis-à-vis Geiger GmbH.
8.2
By placing the order, you ensure that the data material provided to us by you in the course of the execution of the order is either free of third-party rights or that you have been granted all rights of use by the respective authorized party, i.e. that third parties cannot assert any rights to the services and/or parts thereof provided for you in accordance with the contract. In this respect, all rights to the (data) material provided to Geiger GmbH must be clarified by the customer before the order is placed. The above provision includes, in particular, logos/trademarks and other files intended for the respective order.
8.3
If a new, copyrightable work is created through the activities of Geiger GmbH, Geiger GmbH shall only transfer the complete, perpetual rights of use to the Client upon full payment.
9. data protection
Geiger GmbH shall store and use the customer data transmitted to it for order processing and may pass it on to third parties for this purpose as part of the fulfillment of the contract. Geiger GmbH also reserves the right to use the data for self-promotion purposes. The customer may object to the use of data for advertising purposes at any time. Customer-related data shall not be passed on to third parties for advertising purposes or other non-contractual purposes.
10. severability clause
Should individual provisions of these terms and conditions be or become legally invalid or incomplete in whole or in part, this shall not affect the validity of the remaining provisions. The defective or incomplete provision shall be reinterpreted in such a way that its economic and legal meaning comes as close as possible to the defective provision, but is effective and/or complete.
11 Applicable law
All contracts concluded with Geiger GmbH shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
12 Place of jurisdiction, place of performance
12.1
The special place of jurisdiction for legal disputes arising from a business relationship shall be Coesfeld. However, Geiger GmbH reserves the right to sue the customer at the court of his place of residence or registered office.
12.2
The place of performance for all rights and obligations arising from the contract shall be exclusively D-48308 Senden.
Senden, 01.02.2025 signed. Alex Heinecke (GGF) and Marc Strickrodt (GGF), Mirco Häßlich (GGF)
Geiger GmbH | Messingweg 1 | 48308 Senden
Note on copyright protection
These General Terms and Conditions are protected by copyright, as they differ from standard GTC formulations. This is the case if the terms and conditions differ from standard legal formulations due to their concept or language. Our GTCs were individually designed and formulated by a specialized law firm.
