General Terms and Conditions (GTC)

1 General - Scope of Application

The following General Terms and Conditions (GTC) shall apply only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 in conjunction with § 14 BGB (German Civil Code) (hereinafter referred to as "Customer(s)"). Contracts for deliveries shall be concluded exclusively on the basis of the following GTC. ZOGI Europe GmbH does not recognize any terms and conditions of the Customer that conflict with or deviate from these GTC, unless ZOGI Europe GmbH has expressly agreed to their validity in writing. These GTC shall also apply if ZOGI Europe GmbH carries out the delivery or service to the Customer without reservation in the knowledge that the Customer's terms and conditions conflict with or deviate from these GTC. Ancillary agreements and deviating agreements require the written confirmation of ZOGI Europe GmbH to be legally effective. Our terms and conditions of sale shall also apply to all future transactions with the customer.


2. service description, offer and order

The electronic, written or oral offers of ZOGI EUROPE GMBH do not represent an offer in the legal sense, but are only to be understood as an invitation to the customer to place an order. A contract is only concluded with the written order confirmation of ZOGI Europe GmbH, at the latest, however, with the acceptance of the delivery by the Customer. The offers and order confirmations of ZOGI Europe GmbH are always subject to a positive credit check of the Customer.


3. obligation to cooperate

According to the contract or in good faith, the customer is obligated to cooperate in a timely manner, in particular to obtain and provide required approvals or finishing data in a suitable format. With regard to the approvals, reference is made to Clause 8. ZOGI Europe GmbH is entitled to set the Customer a reasonable deadline for the provision of the cooperation. After unsuccessful expiration of the deadline, ZOGI Europe GmbH is entitled to withdraw from the contract and to invoice the costs incurred so far.


4. delivery / delivery time

Delivery is ex warehouse Germany, unless otherwise agreed. In the case of delivery from a foreign warehouse, freight will be charged ex works. Shipment is at the expense and risk of the customer. The risk shall pass to the customer at the latest upon delivery ex works or ex warehouse. This also applies if freight paid delivery by ZOGI Europe GmbH has been agreed. The goods are to be shipped uninsured unless otherwise agreed. The start of the delivery time stated by ZOGI Europe GmbH is subject to the clarification of all questions arising from the Customer's obligations to cooperate as stated in 3. above. Specified delivery times are generally non-binding, unless the binding nature of the specified time is expressly confirmed in writing by ZOGI Europe GmbH. The date of delivery is the date of dispatch ex works or ex warehouse or, if the goods are not dispatched in time through no fault of ZOGI Europe GmbH, the date of notification of readiness for dispatch. For the duration of the examination of final artwork, preliminary samples, printing plates, etc. by the customer, the delivery time shall be deemed to be interrupted, namely from the day of dispatch to the customer until the arrival of his written statement. Compliance with the delivery obligation of ZOGI Europe GmbH is subject to timely and proper self-delivery and further presupposes the timely and proper fulfillment of the Customer's obligation. The objection of non-fulfillment of the contract remains reserved. ZOGI Europe GmbH is entitled to reasonable partial deliveries and invoicing of such partial deliveries. If the Customer is in default of acceptance or culpably violates other duties to cooperate, ZOGI Europe GmbH is entitled to claim compensation for the resulting damage, including any additional expenses. ZOGI Europe GmbH reserves the right to make further claims. If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the Customer at the time the Customer is in default of acceptance or debtor's delay. ZOGI Europe GmbH is furthermore liable according to the legal regulations, if the delay in delivery is based on an intentional or grossly negligent breach of contract for which ZOGI Europe GmbH is responsible; a fault of ZOGI Europe GmbH's representatives or vicarious agents is to be attributed to ZOGI Europe GmbH. If the delay in delivery is not due to an intentional breach of contract for which ZOGI Europe GmbH is responsible, ZOGI Europe GmbH's liability for damages shall be limited to the foreseeable, typically occurring damage. ZOGI Europe GmbH shall also be liable in accordance with the statutory provisions if the delay in delivery for which ZOGI Europe GmbH is responsible is due to a culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.


5. prices

Unless otherwise stated in the order confirmation, the prices of ZOGI Europe GmbH are ex warehouse Germany, excluding advertising, packaging, shipping costs and customs duties. Any bank charges for foreign bank transfers shall be borne by the customer. The legal value added tax is not included in the prices of ZOGI EUROPE GMBH, it will be shown separately in the invoice in the legal amount on the day of invoicing.


6. terms of payment / set-off / retention

Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 10 days from the date of invoice. The legal regulations concerning the consequences of default in payment shall apply. The withholding of payments or the set-off because of possible counterclaims of the customer is only allowed if it is about counterclaims which are legally established or not disputed by ZOGI EUROPE GMBH.


 7. retention of title

ZOGI EUROPE GMBH reserves the right of ownership of the purchased goods until all payments resulting from the delivery contract have been received. In case of breach of contract by the customer, especially in case of default of payment, ZOGI EUROPE GMBH is entitled to reclaim the purchased item. The taking back of the purchased goods by ZOGI EUROPE GMBH is a withdrawal from the contract. ZOGI EUROPE GMBH is authorized to utilize the purchased goods after taking them back, the proceeds of the utilization are to be credited against the customer's liabilities - less reasonable utilization costs. The customer is obliged to handle the object of sale with care; in particular, he is obliged to insure it adequately at his own expense against fire, water and theft damage at replacement value. In case of seizure or other interventions of third parties the customer has to inform ZOGI EUROPE GMBH immediately in writing, so that ZOGI EUROPE GMBH can file a suit according to § 771 ZPO. As far as the third party is not able to reimburse ZOGI EUROPE GMBH for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the customer is liable for the loss incurred by ZOGI EUROPE GMBH. The customer is entitled to resell the purchased goods in the ordinary course of business; however, he already now assigns to ZOGI EUROPE GMBH all claims in the amount of the final invoice amount (including VAT) of the claim of ZOGI EUROPE GMBH, which accrue to him from the resale against his customers or third parties, regardless of whether the purchased goods have been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. The authority of ZOGI EUROPE GMBH to collect the claim itself remains unaffected. However, ZOGI EUROPE GMBH undertakes not to collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have been suspended. However, if this is the case, ZOGI EUROPE GMBH can demand that the customer informs ZOGI EUROPE GMBH about the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) about the assignment. The processing or transformation of the object of sale by the customer is always carried out for ZOGI EUROPE GMBH. If the purchased item is processed with other items not belonging to ZOGI EUROPE GMBH, ZOGI EUROPE GMBH acquires co-ownership of the new item in proportion of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. For the rest, the same shall apply to the object created by processing as to the object of sale delivered under reservation. If the purchased item is inseparably mixed with other items not belonging to ZOGI EUROPE GMBH, ZOGI EUROPE GMBH shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to ZOGI EUROPE GMBH on a pro rata basis. The customer shall keep the thus created sole ownership or co-ownership for ZOGI EUROPE GMBH. The customer also assigns to ZOGI EUROPE GMBH the claims to secure the claims of ZOGI EUROPE GMBH against him, which arise against a third party by the connection of the purchase item with a property. ZOGI EUROPE GMBH commits itself to release the securities due to ZOGI EUROPE GMBH on demand of the customer insofar as the realizable value of the securities of ZOGI EUROPE GMBH exceeds the claims to be secured by more than 10%; the choice of the securities to be released is incumbent on ZOGI EUROPE GMBH.


8. custom-made products

In the case of orders for custom-made products, all information regarding design, dimensions, etc. must be confirmed in writing without exception. Unless otherwise agreed, the design remains with ZOGI EUROPE GMBH in the case of in-house development orders according to templates of any kind. Slight deviations also of following orders can be production-conditioned and are accepted by the customer. A duplication, reproduction or passing on of drawings, samples or templates made by ZOGI EUROPE GMBH is only allowed with the explicit agreement of ZOGI EUROPE GMBH. In case of production according to samples, drawings or specifications of the purchaser, the purchaser is liable for any violation of industrial property rights of third parties, as well as of laws of which ZOGI EUROPE GMBH can have no knowledge. Samples, photos, assemblies or drafts requested by the purchaser are at his expense: The production release has to take place immediately. Otherwise, the agreed delivery time will be extended accordingly. Until the written release, the production of the specific article is suspended. The customer agrees to the release of digital image material. With the declaration of release the risk for possible errors is transferred to the customer, unless it concerns gross errors, which could have been recognized by ZOGI EUROPE GMBH or only arose during the subsequent production in the factory. ZOGI EUROPE GMBH reserves the right to make excess or short deliveries of up to 10 % of the ordered quantities against payment, which are customary in the industry. Rights and claims to tools or development models do not exist for the customer, even if cost shares are compensated by him. ZOGI EUROPE GMBH is entitled to reclaim these parts within 14 days. In case of non-return of development models, the provided parts will be invoiced at the cost incurred by ZOGI EUROPE GMBH. The consent for the illustration of special designs is assumed and does not require any additional approval. In case of loss of films or other models no liability will be assumed.


9. returns

Returns are only accepted subject to approval and inspection by ZOGI EUROPE GMBH. The acceptance of a return does not mean in any case an acknowledgement of a defect or any other complaint of the customer. In any case, the return, including accidental loss, is at the risk of the customer. In case of a return for which the customer is responsible, especially, but not exclusively, in case of refusal of acceptance, ZOGI EUROPE GMBH will charge a restocking fee. Goods delivered by ZOGI EUROPE GMBH will not be taken back for credit, unless the prior written consent of ZOGI EUROPE GMBH has been obtained, the delivered goods represent standardized stock goods and can be used otherwise. The calculation of the amount of the credit note will be based on an evaluation of the returned items, deducting the handling costs incurred for the order and the processing of the return, as well as any expenses for the repair. The amount of a credit note shall not exceed the price in effect at the time of the return. If the invoiced price is lower, this shall be the maximum amount. In case of return, the customer shall pay 30% of the price valid at the time of the return for re-storage of the items. This amount will also be deducted from the credit note.


10. assignment

The assignment of any claims of the customer against ZOGI EUROPE GMBH from the business relationship requires the written consent of ZOGI EUROPE GMBH to be effective, which ZOGI EUROPE GMBH will not unreasonably refuse in case of justified interest of the customer.


11 Liability for defects

ZOGI EUROPE GMBH must be notified in writing of the discovery of obvious defects within a period of 14 days from delivery of the goods. The customer's claims for defects presuppose that he has duly fulfilled his obligations to inspect the goods and to give notice of defects according to § 377 HGB (German Commercial Code). As far as there is a defect in the purchased goods, ZOGI EUROPE GMBH is entitled to choose between subsequent performance in the form of removal of the defect or delivery of a new item free of defects. In case of removal of defects ZOGI EUROPE GMBH will bear the expenses only up to the amount of the purchase price. If the subsequent performance fails, the customer is entitled to demand rescission or reduction at his choice. A failure of the subsequent improvement is only given after the unsuccessful second attempt. If the examination of a notice of defect shows that there is no material defect, ZOGI EUROPE GMBH is entitled to charge the customer a lump sum for expenses/processing. In this case the customer is at liberty to prove to ZOGI EUROPE GMBH a lower expenditure than the invoiced one. Rights for defects become time-barred in 12 months, calculated from the transfer of risk. The processing of a notice of defect by ZOGI EUROPE GMBH is not to be seen as an acknowledgement of the defect. The processing of a notice of defect only leads to the suspension of the statute of limitations, as far as the legal conditions for it are present. A new start of the limitation period does not occur. This is also valid if ZOGI EUROPE GMBH carries out a supplementary performance (rectification or replacement) on notice of defect of the customer. A rectification of defects can only have an influence on the limitation period of the defect triggering the rectification and possible new defects arising in the course of the rectification. As far as the goods are subject of a consumer goods purchase, the rights of the customer according to §§ 478, 479 BGB (German Civil Code) remain unaffected, provided that the customer has fulfilled the inspection and complaint obligations incumbent upon him according to § 377 HGB (German Commercial Code).


12. total liability

ZOGI EUROPE GMBH is liable according to the legal regulations, if the customer asserts claims for damages, which are based on intention or gross negligence, including intention or gross negligence of the representatives or vicarious agents of ZOGI EUROPE GMBH. As far as ZOGI EUROPE GMBH is not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage. ZOGI EUROPE GMBH is liable according to the legal regulations, if ZOGI EUROPE GMBH culpably violates an essential contractual obligation, but in this case the liability for damages is limited to the foreseeable, typically occurring damage. As far as the customer is entitled to claim compensation for the damage instead of the service, the liability of ZOGI EUROPE GMBH is limited to the compensation of the foreseeable, typically occurring damage also within the scope of Clause 11. The liability for culpable injury to life, body or health remains unaffected, this also applies to the mandatory liability under the Product Liability Act. Unless otherwise stipulated above, liability is excluded. If the delivery is impossible, the customer is entitled to claim damages according to the statutory provisions. However, the customer's claim for damages in addition to or in lieu of performance and for reimbursement of futile expenses shall be limited to 10% of the value of that part of the delivery which cannot be used due to the impossibility. Further claims of the customer due to impossibility of delivery are excluded. This limitation shall not apply in cases of liability based on intent, gross negligence or injury to life, body or health. The right of the customer to withdraw from the contract remains unaffected. A change of the burden of proof to the disadvantage of the customer is not connected with the above regulations.


13 Force majeure
If non-compliance with deadlines is due to force majeure, e.g. pandemics, mobilization, war, riots, or similar events, e.g. strike or lockout, the deadlines shall be extended accordingly.


14. data protection

According to § 28 BDSG ZOGI EUROPE GMBH points out that the data necessary for processing will be stored.

15 Final Provision / Place of Jurisdiction and Performance, Applicable Law

The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Place of performance is Keltern. The place of jurisdiction for all disputes arising from or in connection with the contract shall be Keltern.

The personal data voluntarily provided by the customer in the context of his order will be used exclusively in compliance with the provisions of the Federal Data Protection Act (BDSG), the EU Regulation 2016/679, Data Protection - Basic Regulation (DSGVO) and the Telemedia Act (TMG).

If one or more provisions of these General Terms and Conditions of Sale are or become invalid or unenforceable, this shall not affect the validity of the remaining terms and conditions. The invalid or unenforceable provision shall be replaced by a provision that legally or economically comes closest to what the parties intended with the original provision. This shall also apply to any loopholes in the contract.


16 Severability Clause

Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract.

Status December/2022