The Original for cleaning in the printing industry

General Terms and Conditions (International Sales)
MAPA GmbH


1. Application

1.1 These general terms and conditions of business ("T&Cs") regulate the offer, the sale and the supply of all goods (the "goods") by or on behalf of our company (hereinafter: "Newell") to the customer (hereinafter: the "customer"). These T&Cs exclusively apply to entrepreneurs within the meaning of § 14 German Civil Code, in which context an entrepreneur is a natural entity or a legally responsible partnership acting in the exercising of its commercial or freelance professional activity in the conclusion of a legal transaction.

1.2 To the extent that nothing to the contrary is expressly agreed with authorised representatives of Newell by a written agreement, these T&Cs portray the entire agreement between Newell and the customer with a view to their subject matter and supersede all previous written and/or oral declarations and assurances, negotiations, agreements and contracts on their subject matter.

1.3 Any notification and any conduct by the customer with which the latter confirms agreement with the supply of goods by Newell and/or the acceptance of a supply of goods by Newell to the customer shall portray an unconditional acceptance of the present T&Cs by the customer to the extent that the latter has been informed of the T&Cs beforehand.

1.4 The present T&Cs prevail at all times over the customer's ordering and procurement terms, even if (i) they have been transmitted to Newell before transmission of the T&Cs to the customer and/or (ii) they expressly rule out application of the present T&Cs, and/or (iii) Newell has not contradicted the customer's ordering and procurement terms.

1.5 Newell shall be entitled to update and/or to amend the present T&Cs to the extent appearing necessary from Newell's point of view and the customer is not disadvantaged in breach of good faith. The change shall take effect to the extent that the customer does not contradict the change or the update within thirty (30) days of notification of such an update or change or of transmission of the updated or changed T&Cs to the customer, as the case may be..

2. Quotations, orders and conclusion of contract

2.1 Quotations from Newell (regardless of their form) are non-binding for Newell; they are revocable and can be changed at any time without notice.

2.2 Orders shall be non-binding until they have been expressly accepted in writing or electronically by Newell ("order confirmation"). No obligation to acceptance shall exist for Newell. The order confirmation shall contain information on the goods, on delivery dates and times, on the then current purchase price, on other prices such as dispatch, taxes etc., and also on payment modalities.

2.3 Orders shall be non-binding until they have been expressly accepted in writing or electronically by Newell ("order confirmation"). No obligation to acceptance shall exist for Newell. The order confirmation shall contain information on the goods, on delivery dates and times, on the then current purchase price, on other prices such as dispatch, taxes etc., and also on payment modalities.

3. Supply and acceptance

3.1 To the extent that nothing to the contrary has been stipulated in the order confirmation or any other document accepted in writing from Newell, all goods shall be supplied by Newell "ex works" (EXW Incoterms 2010). The customer shall accept the goods upon supply. Newell shall be entitled to provide for a minimum order value and/or to charge a minimum fee for the supply of the goods to the customer, depending on the nature and the quantity of the goods purchased by the customer.

3.2 The goods shall be supplied in the packaging stipulated by Newell and, if applicable, subject to prior payment of the purchase price by the customer.

3.3 To the extent that nothing to the contrary has been stipulated in the order confirmation or any other document accepted in writing from Newell, delivery times or delivery dates stated by Newell shall be estimates and not a precondition for fulfilment of the contract by the customer. Newell shall only be liable for delays in supply which have been caused deliberately or by gross negligence. Apart from this, Newell shall be liable according to the general statutory regulations. A delay in the supply of goods shall not release the customer from the duty to accept the delivery and shall not justify any reduction in price.

3.4 Newell shall be entitled to make part deliveries and to issue separate invoices to the extent that nothing to the contrary has expressly been agreed.

4. Transfer of risk and of title

4.1 Risk shall pass to the customer according to the Incoterms valid at the time in question.

4.2 Notwithstanding supply and the passage of risk for the goods, ownership of the supplied goods shall only pass to the customer when Newell has received the complete payment of the purchase price for the supplied goods in cash or settled moneys. The payment of the complete purchase price for the goods shall also include all and any interest or other amounts which are payable according to the provisions of this and all other contracts between Newell and the customer under which the goods have been supplied.

5. Prices and Payment

5.1 The prices are subject to change after the order confirmation. The prices apply in accordance with the price list valid at the time of the delivery date plus statutory VAT, provided that any amendment to the price list after the order confirmation will only be effective 90 days after informing the customer thereof.

5.2 If prices and tariffs are stated in Euros and the Euro (generally or partly) is no longer the legal currency, the prices and tariffs for the goods and all the other amounts to which the present T&Cs relate shall automatically be converted to US Dollars at the EUR/USD exchange rate on the last day on which the Euro was the legal currency. Additional costs - resulting from the conversion - shall be borne by the customer.

5.3 To the extent that nothing to the contrary has been stipulated in the order confirmation or any other document accepted in writing from Newell, standard packaging has been included in the prices stated by Newell, but not the value added tax or similar applicable taxes, dues, customs or fees charged in any country for the goods or for their supply ("taxes"). The amount of all and any taxes charged in connection with the sale of the goods to the customer shall be charged to the customer and shall be added to each invoice or charged separately to the customer by Newell.

5.5 To the extent that nothing to the contrary has been stipulated in the order confirmation or any other document accepted in writing from Newell, standard packaging has been included in the prices stated by Newell, but not the value added tax or similar applicable taxes, dues, customs or fees charged in any country for the goods or for their supply ("taxes"). The amount of all and any taxes charged in connection with the sale of the goods to the customer shall be charged to the customer and shall be added to each invoice or charged separately to the customer by Newell.

5.6 If invoices have not been paid by the maturity date, Newell shall be entitled, notwithstanding other rights or remedies accruing to it, automatically to charge the customer
(a) interest on overdue amounts at a rate equivalent to the amount of the reference interest of the European Central Bank plus nine percentage points without prior notification. The applicable reference interest is the principal refinancing rate of the European Central Bank. Outside the Euro zone, the rate of interest is stipulated by the central bank of the country in question. The reference rate valid on 1 January is valid until 30 June and the reference rate valid on 1 July is valid until 31 December. If the reference rate of the European Central Bank is no longer a statutory reference interest or if the reference rate of the European Central Bank amounts to less than 0.00%, the total interest on overdue amounts shall be nine per cent.
(b) the court and extrajudicial costs (in particular costs of collection agencies and legal prosecution) incurred by Newell in connection with collecting due amounts. Over and above this, a lump-sum amount of EUR 40.00 shall be charged as remuneration for the internal collection costs.

5.7 Newell can offset amounts owed by the customer against amounts which Newell owes to the customer. All payments by the customers and reimbursements accruing to the customer can firstly be used for settlement of payable interest and then, at Newell's sole discretion, for the redemption of all and any amounts owed to Newell, notwithstanding what these amounts are owed for. To the extent admissible according to applicable laws, the customer waives rights of offset of any kind possibly accruing to it with a view to Newell's claims to payment.

6. Product properties, warranty and liability

6.1 In supply and in handling, use, processing, transport, storage and sale of the goods (the "use"), the customer must examine the goods and convince itself of the fact that the supplied goods correspond to the properties agreed for the goods in writing or, if none exist, the customary properties (the "product description").

6.2 Complaints with a view to the goods must be made in writing and reach Newell no later than eight (8) days after supply. If the customer fails to notify the defects, the goods shall be deemed accepted unless it is a question of a defect which was not recognisable in the examination. If such a defect is seen later, the notification must be made without delay after the discovery; otherwise the goods shall be deemed accepted even in view of this defect. Use of the goods despite the existence of a recognisable defect shall be deemed unconditional acceptance of the goods and a waiver of all claims with a view to the goods. The aforementioned shall not apply if Newell has deceitfully failed to notify the defect.

6.3 Newell merely vouches for the fact that the goods match the product description according to 6.1 at the time of supply. Other properties or the suitability of the goods for a specific purpose are expressly not assured. Insofar as and if the goods do not match the product description, Newell can decide whether it repairs or replaces the goods free of charge or issues a credit for these goods to the amount of the price originally charged.

6.4 The aforementioned rights are exclusive and replace all express, implicit, statutory, contractual or other agreements on warranty, declarations, terms and conditions or other provisions, in particular assurances with a view to the quality customary in the trade, suitability for a specific purpose or non-existence of a breach of rights of intellectual property with a view to the goods.

6.5 To the extent admissible according to applicable law, Newell's liability for claims, claims to liability and expenditure of any kind shall be limited to the amount paid by the customer for the part of the goods to which the claim relates. To the extent admissible according to applicable law, Newell shall not be liable for indirect and direct damage of any kind (e.g. foreseeable or unforeseeable interruptions of business operations, third-party claims, damage as a result of interruption of the business operation or loss of profits, loss of savings, competitive advantages or goodwill), notwithstanding other causes of such damage, also if Newell has previously been informed of the possibility of such damage, whatever the legal foundation (liability from contract, tort or other).

6.6 None of the provisions contained in the present T&Cs shall restrict Newell's liability for deliberate or grossly negligent breaches of duty or for an injury to life, limb or health.

7. Product changes and commercial communication

7.1 Newell reserves the right to change the product description, the construction and/or processing of the goods and to replace materials used in the production and/or manufacture of the goods by others without impairment. This shall also apply to supplies of goods which have already been confirmed, but not yet supplied, to the extent that the product description agreed in writing for the goods pursuant to section 6.1 does not change.

7.2 The customer acknowledges that the data in the catalogues, specifications and other descriptive materials distributed by Newell or published on its websites can be changed at any time without prior announcement. Statements, declarations, recommendations, advice, samples and other information from Newell with a view to the product properties, the goods and their use are merely provided to the customer on a non-binding basis. It is assumed that the customer has informed itself adequately about all these aspects before ordering the goods.

8. Suspension and ending

8.1 If the event of (i) the customer being in arrears with fulfilment of its duties towards Newell; and/or (ii) Newell having substantiated doubts with a view to the fulfilment of these duties, and/or (iii) the customer being insolvent, not being able to settle its liabilities upon maturity or falling into liquidation or bankruptcy proceedings being initiated by or against the customer or a trustee or administrator in bankruptcy being appointed for the entire or a considerable part of the customer's assets or the customer making an agreement with its creditors or making assignments in its creditors' favour, Newell can, notwithstanding all and any other remedies accruing to it and ruling out any liability on the part of Newell, demand
(a) immediate payment of all open invoices and liabilities;
(b) immediate return of all goods not yet paid for, but already supplied and take possession of them again, for which the customer hereby (i) grants Newell an irrevocable right and approval to access all or individual premises in which the goods are or could be located, and (ii) gives Newell an irrevocable declaration of assumption of costs for all necessary costs for regaining the goods; and/or
(c) postpone fulfilment of its contractual duties or revoke the order confirmation for supplies of goods not yet performed if the customer does not make the payments in question for goods in advance, by written notification or in a textual form without setting of a period being necessary.

8.2 In any case, all claims by Newell which are still outstanding with a view to the goods supplied to the customer and not re-possessed by Newell shall become due for payment immediately.

9. Intellectual property, resale of products.

9.1 Name(s), trademark(s) and trade name(s) used by the company within the framework of its business activity as well as all rights to intellectual property and/or other rights, claims and holdings therein shall be sole property of Newell and/or their licensors and shall accrue to the latter. To the extent that nothing deviating is agreed, the customer may not use names, trademark(s) or trade names which Newell uses within the framework of its business activity without prior consent from Newell

9.2 Consent by Newell under trademark law for the resale of the products by the customer has been expressly only limited to the countries agreed between the parties and/or the country into which the products are supplied by Newell; if the place of delivery is within the European Economic Area (EEA), the consent under trademark law to the resale of the products by Newell shall extend to the area of the EEA. Customers with a registered office in the European Economic Area ("EEA“) are not allowed to sell goods which they purchase from a source outside the EEA and which have been marked with trademarks belonging to Newell or the enterprises affiliated to Newell to customers with a registered office in the EEA unless Newell or the enterprises affiliated to Newell have expressly approved the sale of these specific goods in the EEA. Over and above this, it has been expressly agreed that Newell does not grant consent for the sale of the goods outside the EEA to customers with a registered office in the EEA which are used for supply within the EEA. Newell reserves the right to take all necessary legal measures (in particular suits for omission and claims to damage) in order to guarantee the greatest possible protection of its rights to intellectual property, including its trademark rights. The customer declares its express agreement with this and shall communicate the aforementioned regulations to third parties to the extent that it acquires products from Newell for the purpose of resale.

9.3 Customers with a registered office outside the EEA are not allowed to sell goods which have been marked with trademarks belonging to Newell or the enterprises affiliated to Newell to customers with a registered office in the EEA unless Newell or the enterprises affiliated to Newell have expressly approved the sale of these specific goods in the EEA.

9.4 For a part of the products in some countries of the world, Newell operates an exclusive sales system, within the framework of which Newell has assured its traders of exclusivity for certain territories or groups of customers. As a result of the exclusivity agreements entered into in this context, Newell is not entitled to supply to customers who actively offer and market the products to groups of customers or in territories which Newell has exclusively assigned to others. The parties have agreed that Newell is therefore entitled to reject or to end supply with products at any time if Newell obtains knowledge of or may reasonably assume the fact that the products are at least partly intended for resale to groups of customers or in territories which Newell has exclusively assigned to others. The right to rejection of supply shall also apply to products with a view to which an order confirmation has already been issued.

10. Miscellaneous

10.1 To the extent that Newell grants or promises the customer specific conditions or benefits (e.g. rebates, market development funds for joint adverts or other incentives by remuneration or financing), such conditions or benefits are only disbursed if they are claimed by the customer within a period of twelve (12) months from the time of their origination.

10.2 Newell shall not be liable for damage, losses, claims, costs, taxes or expenditure of any kind incurred by the customer from or in connection with non-performance or delayed fulfilment of duties as a result of force majeure or as a result of other unforeseeable incidents. Force majeure within the meaning of the present T&Cs shall in particular be catastrophes, fire, floods, earthquakes, forces of nature, actual or threatened terror attacks, war actions, sabotage, explosions, uprisings, inner unrests, rebellions, revolutions and strikes, lock-outs and industrial conflicts, official measures, accidents in or failure of plant or machines, shortage of material, failure to render services by supply enterprises (such as electricity, gas, network or telecommunication providers) as well as all actions and omissions of third parties for which Newell is not answerable. The fact that the Euro is no longer the legal currency shall not portray force majeure and the customer's entire liabilities shall automatically become due for payment on the day on which the Euro is no longer the legal currency.

10.3 Newell and the customer are independent contractual partners and the relationship caused hereby shall not be deemed a commercial agency relationship (principal-trade representative relationship) or authorised distributor relationship. Sales to or obligations towards third parties on the part of one of the parties shall in no way be binding for the other party.

10.4 Without consent from Newell, the customer may not assign, transfer its rights, duties and liabilities according to the present T&Cs or from the business relationship or replace them by way of novation. Newell shall be entitled to assign, transfer all rights, duties and liabilities according to the present T&Cs or from the business relationship or replace them by way of novation.

10.5 The parties' rights and duties shall be binding for the parties and their respective successors in title, admissible cessionaries, executive organs, representatives and statutory representatives and shall benefit them. Revocation of one or more of these rights or of one or more duties of the parties' shall have no effect on the provisions of the present T&Cs, notwithstanding the reason, and the latter shall also remain in effect following a revocation.

10.6 If a provision of the present T&Cs is finally and conclusively found to be invalid, unlawful or unenforceable, the said provision shall be replaced by a valid, legally admissible and enforceable provision coming as close as possible to the parties' purposes which were originally intended. If the invalid, unlawful or unenforceable provision cannot be replaced by such a regulation, the provision in question shall be ineffective and shall be deemed not contained in the present T&Cs, with the further provisions of the present T&Cs remaining unaffected.

10.7 The present T&Cs are drawn up in the German language and their provisions are interpreted according to the generally acknowledged meanings in the German language. All and any translation of the present T&Cs shall merely serve the customer's convenience and shall not be binding for any party. In the event of contradictions between the German-language original and its translation, the German-language version shall prevail.

10.8 The parties can only waive the rights resulting from the present T&Cs by an express written notification to the other party. A waiver shall only apply in the connection and for the purpose for which it is declared.

10.9 The present T&Cs and the contracts concluded with inclusion of the present T&Cs shall exclusively be governed by the laws of the Federal Republic of Germany and shall be interpreted according to them, notwithstanding the laws of conflict. Application of the United Nations Convention on the International Sale of Goods (CISG) is ruled out. The courts of Hamburg have exclusive competence for the settlement of disputes resulting from or in connection with the present T&Cs.