I. General Provisions/Scope of Application

These Terms and Conditions of Sale apply to all contracts between Maximex Import-Export GmbH (hereinafter referred to as “we,” “us,” or “the Supplier”) and exclusively to business customers as defined in Section 14 of the German Civil Code (BGB), as well as to legal entities under public law and special funds under public law.
Our deliveries and services are provided exclusively in accordance with the following terms and conditions.
The customer’s terms and conditions shall not form part of the contract unless we expressly agree to their applicability in writing. This shall also apply if we accept or fulfill the order without reservation despite being aware of the customer’s conflicting or deviating terms and conditions.
Individual agreements with the customer take precedence over these terms and conditions.

II. Offer and Conclusion of Contract

The information and images contained in our catalogs, brochures, and/or on the Internet do not constitute an offer to enter into a contract.
All of our offers are subject to change and non-binding, unless they are expressly marked as binding or include a specific acceptance period.
By placing an order for goods, the customer makes a binding declaration of intent to purchase the ordered goods. We may accept orders or contracts within fourteen days of receipt.
An order is considered accepted only after we have confirmed it in writing or upon completion of the delivery.
Any additions or amendments to the agreements entered into, including these Terms and Conditions, must be made in writing to be effective, unless a more stringent form is required by law. The priority of individual agreements remains unaffected.
If no specific instructions regarding the placement of the advertisement are provided at the time of ordering, or if the desired placement cannot be accommodated for technical reasons, the advertisement will be placed in the most suitable location available.

III. Prices and Payments

Our prices are net ex works Solingen, plus shipping and packaging costs and plus applicable sales tax, based on the minimum quantity specified in the product description. Special services will be billed based on the actual time and effort required.
Unless fixed prices have been expressly agreed upon, the prices set on the date the contract is concluded shall apply net, without any deductions.
Any additional costs resulting from changes made after the original quote has been issued shall be borne by the customer; our calculation shall be decisive in this regard. Special services will be billed based on the time and effort involved.
Unless otherwise agreed, deliveries are made on an invoice basis. Unless otherwise agreed, invoices are payable in full within 30 calendar days of the invoice date. A discount is granted only if expressly agreed.
In the event of default, the statutory default interest and the statutory default penalty shall apply. We reserve the right to claim higher damages resulting from the default.
If the customer purchases less than the agreed-upon quantity, we are entitled to increase the unit price accordingly.
In the event of a partially defective delivery, the customer remains obligated to pay for the non-defective portion. Withdrawal from the entire contract is permitted only if the partial performance is objectively unusable for the customer.
The customer may set off counterclaims against the order or withhold payment on the basis of such claims only to the extent that the counterclaims are undisputed, have been legally established, or are ready for a decision.
We are entitled to make outstanding deliveries or provide outstanding services only upon receipt of advance payment or a security deposit if, after the conclusion of the contract, we become aware of circumstances that are likely to significantly impair the customer’s creditworthiness and that jeopardize the customer’s ability to pay our outstanding claims arising from the relevant contractual relationship.

IV. Price adjustments

If, for deliveries made three months or more after the conclusion of the contract, there is a significant change in labor, material, energy, transportation, procurement, or exchange rate costs, we are entitled to demand a reasonable adjustment of the price, taking these factors into account. Upon request, the relevant cost factors must be presented in a transparent manner.

V. Delivery

Unless otherwise agreed, we ship ex works/ex warehouse in Solingen.
Partial deliveries are permitted to a reasonable extent.
For items with promotional printing, we reserve the right to deliver up to 20% more or less than the ordered quantity due to production-related reasons. The actual quantity delivered shall be deemed to be in accordance with the contract.
An agreed delivery period begins upon the customer’s final written approval of production. If, at that time, not all of the customer’s templates, documents, etc. necessary for the execution of the order have been provided, the delivery period will not begin until we have received them.
Furthermore, the delivery period shall not commence until all commercial and technical issues between the parties have been resolved and any agreed-upon down payments or security deposits have been provided.
If the customer has received a sample of the goods to be delivered from us for the purpose of approving production, the customer must grant us approval immediately upon receipt of the sample. Any deadlines we have specified for granting approval must be met.
If a delivery date has been agreed upon in an individual contract, the following shall apply in addition: If the sample is not approved by the specified date, we shall not be liable for any delay beyond the agreed delivery date. In this case, the agreed delivery date shall be extended accordingly.
Compliance with the delivery date or delivery period is determined by our notification that the goods are ready for shipment or our request for pickup.
If shipping along with cargo insurance is requested, cargo insurance will be purchased at the customer’s expense.

VI. Exemption from the obligation to deliver, including in cases of force majeure

Force majeure, labor disputes, civil unrest, governmental measures, unforeseeable delays in the import of goods or in the completion of subsequent customs formalities, failure of our suppliers to deliver, as well as other events unforeseeable at the time of contract conclusion and for which we are not responsible, shall release us and our upstream suppliers from our performance obligations for the duration and to the extent of their effects. This also applies if these events occur at a time when we are in default, unless we caused the default intentionally or through gross negligence. We are obligated to provide the necessary information without delay and to adjust our obligations to the changed circumstances in good faith. If such an event persists for longer than a reasonable period of time, both contracting parties are entitled to withdraw from the unfulfilled portion of the contract.

VII. Delays in Delivery and Reservation of the Right to Supply Delays in Delivery and Reservation of the Right to Supply

If we foresee that the goods cannot be delivered within the confirmed delivery period, we will notify the customer immediately, explain the reasons for the delay, and, if possible, provide an estimated delivery date.
If delivery is delayed due to any circumstance listed in Section VI or due to an act or omission on the part of the Partner, the delivery period or delivery date shall be extended by a period appropriate to the circumstances.
The customer is entitled to cancel the contract only if we are responsible for the failure to meet the delivery date or delivery period and the customer has unsuccessfully set us a reasonable grace period.
We reserve the right to ensure that we receive the necessary supplies in a timely and proper manner.
If an ordered item is completely unavailable because our supplier fails to deliver to us, through no fault of our own and despite its contractual obligation, we are entitled to cancel the contract. In this case, we will immediately inform the customer that the ordered goods are no longer available and will promptly refund any payments already made. Any further claims by the customer shall be governed exclusively by Section XII of these Terms and Conditions.

VIII. Transfer of Risk Upon Shipment

If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch, i.e., upon handover to the carrier or any other person designated to carry out the shipment. This applies regardless of whether the goods are shipped from the place of performance or who bears the shipping costs. If shipment is delayed due to circumstances attributable to the customer, the risk shall pass to the customer upon notification that the goods are ready for shipment.

IX. Quality, Notice of Defects, and Warranty

Due to production-related factors, there may be slight variations in color, format, and material (e.g., weave patterns in textile materials such as lanyards or similar items) between the pre-production sample and the main production run, or between subsequent orders. Such variations do not constitute a defect provided they are customary in trade, standard in the industry, or technically unavoidable, and do not significantly impair the use specified in the contract.
If we are required to deliver goods based on our customer’s drawings, specifications, samples, etc., the customer assumes the risk of suitability for the intended purpose. A warranty regarding quality or durability is deemed to have been provided only if we have expressly designated it as such.
The customer must inspect the goods for any defects immediately after delivery, in the ordinary course of business, both following an initial sample inspection and after final acceptance.
If the customer discovers any deviations in quality or quantity, they must notify us immediately, enclosing at least three representative samples. Visible defects must be reported in writing no later than 7 business days after delivery; hidden defects must be reported in writing no later than 7 business days after their discovery.
Claims for defects discovered later are excluded if the customer could have identified them upon careful inspection following acceptance or the initial sample inspection.
We must be given the opportunity to verify the reported defect. Defective goods must be returned to us immediately upon request; we will cover the shipping costs if the complaint is justified.
If the customer fails to comply with these obligations or makes changes to the goods that have already been the subject of a complaint without our consent, the customer forfeits any claims for material defects.
If the delivered goods have a defect that already existed at the time of transfer of risk, we will, subject to a timely notice of defects, either repair the goods or deliver replacement goods, at our discretion.
We must always be given the opportunity to remedy the situation within a reasonable period of time. If we fail to fulfill these obligations, or fail to do so in accordance with the contract, within a reasonable period of time, the customer may set us a final deadline in writing by which we must fulfill our obligations.
Claims for material defects expire 12 months after the goods we have delivered have been received by our customer. This does not apply if the law mandates longer periods.
Furthermore, the shortened statute of limitations does not apply in cases of willful misconduct, gross negligence, fraudulent concealment of a defect, or mandatory statutory liability.
Claims for defects do not apply in cases of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive strain, or due to special external influences not contemplated by the contract.
If the customer or a third party makes improper modifications, no claims for defects may be asserted with respect to such modifications or the resulting consequences.

X. Intellectual property rights

We shall not examine whether the delivered goods infringe the intellectual property rights of third parties, provided that we have manufactured the delivered goods in accordance with drawings, models, or other equivalent descriptions or specifications provided by the customer.
The purchaser warrants that the delivered goods are free from third-party industrial property rights or copyrights, insofar as the cause lies within the purchaser’s sphere of control.
In the event that the intellectual property rights holder asserts a claim, the customer shall indemnify us against all claims arising from the infringement of intellectual property rights and pending intellectual property applications. This indemnification also covers reasonable legal defense costs.
The contracting parties agree to promptly notify each other of any known risks of infringement or alleged instances of infringement and to give each other the opportunity to address such claims by mutual agreement.
In the event that the delivered item infringes a third party’s industrial property right or copyright, we shall, at our discretion and at the purchaser’s expense, either modify or replace the delivered item in such a way that no third-party rights are infringed but the delivered item continues to fulfill the contractually agreed functions, or secure the right of use for the purchaser by entering into a license agreement.
If we are unable to do so within a reasonable period of time, the purchaser is entitled to cancel the contract or to reduce the purchase price by a reasonable amount. Any claims for damages by the purchaser are subject to the limitations set forth in Section XII of these Terms and Conditions.

XI. Retention of title

The delivered goods remain our property until full payment has been made; in the case of an ongoing business relationship, until all current and future claims arising from the business relationship have been paid in full.
The purchaser is entitled to sell these goods in the ordinary course of business, provided that he fulfills his obligations arising from the business relationship with us in a timely manner. However, he may neither pledge the goods subject to retention of title nor assign them as security. He is obligated to safeguard our rights in the event of a sale on credit of the goods subject to retention of title.
In the event of a breach of obligations by the buyer, particularly in the event of late payment, we are entitled to rescind the contract and reclaim the purchased goods after a reasonable deadline set for the buyer to fulfill their obligations has expired without result; the statutory provisions regarding the dispensability of setting a deadline remain unaffected. The buyer is obligated to surrender the goods.
Upon return of the purchased goods, we are entitled to sell them; the proceeds from such sale shall be applied toward the purchaser’s outstanding obligations, less reasonable costs of sale.
The Customer hereby assigns to us, by way of security, all claims and rights arising from the sale, or any sale permitted to the Customer of goods in which we hold title. We hereby accept such assignment.
The customer remains authorized to collect this claim even after the assignment. This does not affect our right to collect the claim ourselves.
However, we undertake not to collect the claim as long as the customer meets its payment obligations from the proceeds received, does not fall into default, and, in particular, no petition for the opening of insolvency proceedings has been filed, no out-of-court debt settlement proceedings are underway, and no suspension of payments has occurred.
Otherwise, we may require the customer to disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor of the assignment.
The customer must immediately notify us in writing of any enforcement measures taken by third parties against the goods subject to retention of title, the claims assigned to us, or other collateral, and must provide us with the documents necessary for our intervention. This also applies to any other form of impairment.
If the third party is unable to reimburse us for the court and out-of-court costs of a lawsuit, the customer shall be liable for the loss we have incurred.
If the value of the existing collateral exceeds the total secured claims by more than 20 percent, we are obligated, at the customer’s request, to release collateral of our choice to that extent.

XII. Other Claims, Liability

Unless otherwise provided in these Terms and Conditions, we shall be liable for any breach of contractual or non-contractual obligations in accordance with applicable law.
We are liable for damages—regardless of the legal basis—without limitation in cases of willful misconduct and gross negligence.
In cases of ordinary negligence, we are liable only for damages resulting from injury to life, limb, or health, as well as for damages resulting from a breach of a material contractual obligation. In such cases, our liability is limited to foreseeable damages typical for this type of contract.
The limitations of liability do not apply in cases of fraudulently concealed defects, where a warranty has been provided, or where liability is mandated by law, in particular under the Product Liability Act.
To the extent that our liability is excluded or limited, this also applies to the personal liability of our officers, legal representatives, employees, and agents.

XIII. Place of Performance, Jurisdiction, and Governing Law

Unless otherwise specified in the order confirmation, the place of performance is our registered office in Solingen.
The place of jurisdiction for all legal disputes is our registered office. We are also entitled to bring an action at the customer’s place of business.
The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany.
This Agreement and all legal relationships between the parties are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XIV. Product Safety/Labeling

To the extent that obligations under product safety, labeling, documentation, or information laws apply to the delivered products, the relevant statutory provisions in their currently applicable versions shall apply. The parties shall cooperate within their respective areas of responsibility to fulfill these obligations. To the extent that the purchaser provides product-related content, labels, instructions, warnings, or other specifications, the purchaser is responsible for their legal admissibility and accuracy of content.

XV. Privacy Policy/Use of References

The customer acknowledges that we store data arising from the contractual relationship in accordance with applicable data protection regulations for the purpose of data processing and, to the extent necessary for the performance of the contract, disclose such data to third parties (e.g., suppliers, insurers).
The customer agrees that we may distribute samples and create and use images of the delivered items for reference in print media and similar publications.
Any objection to such use must be submitted in writing to our registered office.
The use of the reference is prohibited if it conflicts with the customer’s legitimate confidentiality interests.

XVI. Final Provisions

If any provision of these Terms and Conditions is or becomes invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected.
In place of the invalid or unenforceable provision, a valid provision that most closely approximates the economic purpose of the invalid or unenforceable provision shall be deemed to have been agreed upon, to the extent permitted by law.