General Terms and Conditions of trade for the production and delivery of audio, data storage devices and packaging of all kinds by ‘OBJECTS Manufacturing Oberspree GmbH’, Wilhelminenhofstr. 76/77 12459 Berlin, Germany.
1. Scope
All business transactions between OBJECTS Manufacturing Oberspree GmbH (hereinafter ‚Objects‘) and its clients are based exclusively on Objects`s General Terms and Conditions of Trade for the production of Audio, Data Storage Devices, and Packaging of all kind (hereinafter „the Conditions“). Any conflicting and/or supplementary conditions initiated by the customer cannot be deemed as binding on Objects, even if Objects does not expressly object there-to or, being aware of such conditions initiated by the customer, executes an order without prior objection.
All contractual agreements between Objects and the customer are set out in the written or printed document (or appendices) of which these conditions are an integral part. The Conditions shall apply only to contracts with persons running a business pursuant to Section 14 of the German Civil Code (Unternehmer gemäß § 14 BGB).
The Conditions remain in force for all future contracts with the customer. All trade stipulations and clauses are to be interpreted in accordance with the Incoterms 2010.
2. Production Material, Labelling of Products
The customer accepts the responsibility and costs of providing Objects with all documents and material necessary for the production. These documents and material, in particular but not exclusively master tapes, data artwork must be supplied as duplicates, so that the customer retains an original. The customer is solely responsible where necessary for the reproduction of such documents and material and Objects accept no liability for losses or problems caused by the customer’s failure to retain an original.
In the production process, variations in color may occur due to the nature of the previous production run, and it is to be understood that such discrepancies are entirely standard and inherent to the vinyl pressing process.
Objects remain the legal owner of any production material not directly supplied by the customer, in particular but not exclusively glass master, stamper, data and tapes, notwithstanding the customer may have reimbursed Objects for the production costs for such material.
All material, components and other parts provided or supplied by the customer is stored at Objects premises only for the time of production.
Objects agrees to store all production material according to section 2.1 to 2.3 without charge for a period of four months after completion of the order. Thereafter, the customer is given a three week notice to reserve his right of further use and to inform Objects as such. Should the customer fail to inform Objects within this time, Objects is entitled to handle the material at its discretion. In particular the right of disposal is reserved. Objects accepts no liability for defects in stored material unless such defects are caused by gross negligence or wilful behaviour.
Objects retains the right to affix its company trademark or logo and to mark the country of origin on the product in accordance with prevailing industry norms.
3. Delivery
The delivery period for the necessary documents and materials will not exceed 120 working days, provided the starting materials are in perfect condition. In case of delay, the customer must grant us a grace period of at least six weeks before terminating the contract.
Our delivery obligations will be waived in case of force majeure, armed conflicts, high volume of orders, or contractual partner infringement.
Timely delivery depends on the customer's punctual and proper fulfilment.
The delivery period commences upon receipt of documents, approvals, releases, or agreed-down payment from the customer.
Delivery is free ex works, and the delivery period is considered met when the item leaves the works at the end of the delivery period. The delivery time may be extended in case of labour disputes, strikes, lockouts, or unforeseen obstructions outside our control.
Upon the customer's request, if dispatch is delayed, storage costs will be billed after one month of notification of readiness for dispatch. If the item is not disposed of after a reasonable period, the customer will receive a reasonably extended period.
Unless otherwise instructed, we will determine the means of transport and transport route.
Dispatch will be at the customer's cost and risk.
The customer assumes the risk of the delivery upon dispatch, even if part deliveries are made. Upon request, the customer may pay for insurance against theft, breakage, transport, fire and water damage, and other insurable risks.
If the dispatch is delayed due to circumstances for which the customer is responsible, the risk is transferred to the customer from the day of readiness for dispatch. However, we may provide insurance as requested by the customer, at their cost.
Goods, materials, disks, etc., must be labeled clearly with the sender/client and catalog number and must contain all necessary papers. To expedite processing, the delivery note should be sent by email at sales (at) objectsmanufacturing.com in advance.
4. Prices, Payment Conditions
All quoted prices are exclusive of VAT. Respective VAT will be calculated at the rate presiding on the date of invoice and is shown as a separate item on the final invoice.
Objects contracted prices are binding for a term of six weeks as of the confirmation of the contract. Should increases in Objects costs occur after this time over which optimal has no direct control, including but not limited to increases in material and wage costs or taxes, the right is reserved to increase the contract prices accordingly. The customer has the right to require that optimal is to justify such increases in costs.
Objects invoices are due and payable without deduction upon receipt. If the buyer delays payment, he shall compensate Objects for all costs involved with the recovery of the debt, including but not limited to the fees for debt collection, lawyers and court proceedings.
Delivery of a customer’s initial order will be completed only on the basis of payment in advance or payment on delivery.
5. Set-off and Retention Rights
The customer’s right of retention of payment and/or compensation is deemed to exist only where his counterclaims are resiudicata, undisputed, or acknowledged by Objects.
Should Objects become aware of or have reason to foresee a material deterioration in the financial stability of the customer after the conclusion of an agreement, for example but not exclusively, suspension of duty of payment by the customer, or filing for bankruptcy, or creditor protection, whether effective or pending, the right is reserved to demand payment in advance or other security and, should the customer not make payment or provide security within a reasonable period of time, to rescind the contract.
6. Retention of Title
Objects retains title to all goods, also post-delivery, until all debts and payments arising from its contractual relationship with the customer, including those which may occur subsequent to the original order, have been discharged.
Processing or other reworking of the goods by the customer is made, for the purposes of title determination, on Objects behalf, however with no transfer of liability to Objects. Should the material property for which Objects has retained title be integrated into another product, rendering it inseparable, Objects shall have title to the new product on a pro rata basis calculated on the value of the original product compared to the value of the new product. Should title of the new product be transferred to the customer by virtue of becoming a fixture or due to mixture, he automatically accords Objects joint title on a pro rata basis calculated on the value of the original product com-pared to the value of the additional components in the new product. Such joint title, acquired by Objects under the terms of this paragraph is transferred to the customer in identical manner to that of a finished product supplied by Objects, namely by the discharge of all due payments on the part of the customer.
The customer shall hold the goods (co-)owned by Objects in his custody free of charge. The customer assigns the claims, which accrue vis-á-vis a third party from a fixed attachment or mixture of the products with other chattels, to Objects. The customer shall sufficiently insure the products (co-)owned by Objects, in particular but not exclusively against fire and theft. Payments resulting from claims against the insurance company resulting from a case of damage to products (co-)owned by Objects are hereby assigned to Objects to the full extent of the value of the original product delivered under retention of title.
The customer is entitled to re-sell the products in the ordinary course of his business. To the extent of the amount invoiced he assigns to Objects hereby all receivables (including VAT) resulting from the resale of the products. The right of the customer to collect these receivables in his own right after the assignment of the claims to Objects remains unaffected. Objects reserves the right to collect its entitlement independently of the client but agrees not to do so, as long as the customer fulfils his payment obligations by means of the proceeds from the resale, is not in default with payments, and in particular has not applied for bankruptcy or suspension of the duty of payment. Should any of the foregoing circumstances however prevail, the customer shall at Objects request inform Objects of the assigned receivables and their debtors, make all statements necessary for the collection of the receivables, deliver all relevant documents and notify the debtors of such assignment.
The customer shall not be entitled to use products which are still wholly or partially owned by Objects in any other way, in particular but not exclusively, to transfer title for security purposes or to pledge the products in favour of a third party. The liens assigned to Objects may only be pledged or their title transferred to third parties with Objects prior consent.
Should the value of the securities provided exceed Objects written claims by more than 50 per cent, Objects, upon the customer’s request, obliged to re-assign and release the security interests in assets of Objects choice.
In case of distress, seizure or other interference by a third party, the customer shall immediately inform Objects in writing in order to enable Objects to file an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Should the third party not be capable of reimbursing Objects the court and out-of-court costs incurred in connection with an action pursuant to Section 771 of the German Code of Civil Procedure, the customer shall indemnify Objects against such fees.
Should the customer be in default of payment or fail to comply with other material contractual obligations, Objects is entitled to claim release of all products delivered under retention of title and to subsequently realise their value. The customer shall tolerate their removal and permit their realisation and shall grant access to his business premises for this purpose. This shall not be deemed as withdrawal from the contract on the part of Objects. The customer shall be liable for any shortfall between the purchase price of the goods and the proceeds realised by their sale in this manner.
7. Approval, defects of goods, Liability
Should inspection of the products by the customer not have taken place on Objects premises, the customer shall without undue delay inspect and approve the products delivered to him and report claims of all kinds to Objects in writing. Such defects that cannot be identified upon approval or inspection shall be reported to Objects in writing without undue delay upon discovery. The customer may not refuse approval or acceptance of products with insignificant defects. Should the customer neglect to inspect and approve the goods, and within a reasonable period as stipulated by Objects, not indicate his approval of the goods, the products shall be deemed to have been approved by the customer on the basis of default.
Should defects become evident, which can be attributed to Objects, Objects shall at its own discretion have the right to repair said defects or to deliver new and defect-free products within a reasonable period. The customer shall have the right to reduce the purchase price or withdraw from the contract only in the case of Objects singular failure to repair or replace the undisputed defective goods within the proscribed period. Returned goods must be sent to the following address:
OBJECTS Manufacturing Oberspree GmbH
Wilhelminenhofstr. 76/77
12459 Berlin
Objects accepts no liability for goods returned to any and all other addresses.
Objects accept absolutely no liability for defects or damage attributable to defective materials supplied by the customer, particularly but not exclusively drawings, blueprints, technical specifications and other documents or materials.
All claims with respect to defects of the goods become time-barred one year after the delivery of the goods.
No liability for defects of the goods in excess of the above mentioned claims, except as stated in clause 8, will be accepted by Objects under any circumstances, especially but not exclusively, claims for lost profit and other damages to the customer’s property or assets.
Public statements or announcements by Objects, the manufacturer of the delivered goods or its aidees, especially in advertisements or in labeling the goods do not constitute a description of the quality of the goods nor a warranty nor a guarantee.
The claims of the customer under Sections 478, 479 of the German Civil Code (BGB) remain unaffected.
The customer is obliged in the absence of a contrary agreement to indemnify Objects against all claims of third parties for violation of intellectual property rights, in particular copyrights. It is the sole duty of the customer to obtain all licenses and permits for the duplication of intellectual properties and to ascertain their validity. This indemnity obligation is simultaneously extended to claims on the part of performing rights/collecting societies such as GEMA. Furthermore, the customer is obliged to supply Objects with all statutory information required by the performing rights/collecting societies to perform their duties, in particular but not limited to pertaining to the invoicing of license fees.
8. Liability
Objects shall only be liable for damage if the liability is mandatory under the applicable law, e.g. under the German Product Liability Act (Deutsches Produkthaftungsgesetz) or in case of harm of life, body or health; or if Objects breaches a warranty/guarantee with regard to the quality of the goods („Garantie“); or if the damage is attributable to gross negligence or wilful conduct; or if Objects through its fault commits a material breach of this contract, meaning a breach of an obligation which is characteristic for the contract and on which the customer can rely. In all other cases Objects has no liability for damages whatsoever, irrespective of the legal basis. In particular Objects does not assume any liability for indirect and/or consequential damage, loss of profit or damage to other assets of the buyer.
In any event, liability shall be limited to such damage which Objects foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters of which Objects then knew or ought to have known, as a possible consequence of the breach of contract. This limitation does not apply in the cases of paragraph one, subparagraph a), b) and c) of this clause „8. Liability“.
The exclusion and/or limitation of claims for damages according to the above paragraphs applies also to claims against employees and contractors of Objects.
The delivered goods, especially the test pressing, must always be checked for correctness following receipt. Identifiable defects and under or incorrect delivery must be reported to us in writing within 8 days of receipt of the goods. Checking by us must be guaranteed.
9. Miscellaneous
In the event of export deliveries pursuant to section 6 of the German VAT Act, the customer shall provide Objects with the data and documents that Objects requires in order to prove the export delivery vis-á-vis the German tax authorities. If the customer does not comply with this obligation, he shall additionally reimburse Objects the appropriate sum of the invoiced amount equal to the prevailing rate of VAT for domestic deliveries.
In case of deliveries from the Federal Republic of Germany to other EC member states the customer shall inform Objects of his VAT Identification number under which he carries out the income taxation within the European Union, no less than 24 hours prior to the delivery. Failing to do so will result in the agreed purchase price being automatically increased by the prevailing rate of sales tax within the Federal Republic of Germany to indemnify Objects against its mandatory payment of said amount.
All legal transactions between Objects and the customer are subject to German law with the exception of the UN Convention of 11th April 1980 regarding the International Sale of Goods. The sole authentic text of these Conditions is the German text which is available upon request.
Contract domicile is Berlin. The place of jurisdiction for both parties is Berlin Charlottenburg. Objects also reserves the right to sue the customer at his general court of jurisdiction.
Apply from April 01/04/23