General Terms and Conditions

GENERAL TERMS AND CONDITIONS (GTC) – B2B

As of: 28.04.2026

1. General / Scope

1.1 These GTC apply exclusively to all contracts, deliveries and other services of WidenBOX GmbH & Co. KG („Seller“) towards entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law („Buyer“).
1.2 Conflicting terms of the Buyer, or terms deviating from these GTC, are not recognised unless the Seller expressly agrees to their validity in text form. This also applies where the Seller delivers in the knowledge of deviating terms.
1.3 All agreements between Seller and Buyer for the execution of a contract are to be recorded in text form (e.g. e-mail, order confirmation, service description).

2. Offers, documents, conclusion of contract, scope of delivery

2.1 Offers are subject to change.
2.2 Illustrations, drawings, weight/dimension details and technical data serve as a general description and are only binding if they are expressly agreed as a quality characteristic.
2.3 The Seller reserves ownership, copyright and rights of use in cost estimates, drawings, proofs, samples, tools, plates, cutting dies, lithographs, copy originals and the like. These documents may not be made accessible to third parties without the Seller’s consent.
2.4 Tools, cutting dies, plates and the like remain the property of the Seller, even if their manufacture was charged separately, unless expressly agreed otherwise.
2.5 The contract is concluded by order confirmation in text form or by execution of the delivery/service.

3. Specification, data, samples & approval

3.1 The specification, drawings, print data, samples and the order confirmation are decisive for execution and quality.
3.2 The Buyer provides all documents required for execution (in particular print data) completely, correctly and in good time. Delays resulting from this are at the Buyer’s expense.
3.3 Where samples/proofs/approvals are agreed, series production only begins after the Buyer’s approval. If no approval or justified objection is given within 5 working days of receipt, the Seller may, after prior notice in text form, assume an approval.
3.4 Requests for changes after approval may trigger additional costs, new delivery dates and renewed approvals.

4. Delivery dates, delivery periods, partial deliveries, acceptance

4.1 Delivery dates and delivery periods are only binding if they have been expressly confirmed as binding. „Approx.“ details are non-binding.
4.2 Delivery periods only begin after final order confirmation, complete clarification of all details of execution and receipt of all required documents and, where applicable, approval.
4.3 Partial deliveries are permitted insofar as they are reasonable for the Buyer.
4.4 Acceptance at the works only takes place if it is expressly agreed. The Buyer bears the costs of acceptance.

5. Dispatch, packaging, passing of risk, pallets

5.1 The delivery terms (free domicile/free yard/EXW etc.) result from the order confirmation.
5.2 If the Seller organises transport, it selects the forwarder/carrier. In the case of collection by the Buyer, handover takes place ex works/warehouse; transport and insurance are the Buyer’s responsibility.
5.3 Risk passes to the Buyer at the latest upon handover to the carrier/forwarder, or upon handover in the case of collection by the Buyer.
5.4 If dispatch/acceptance is delayed for reasons for which the Buyer is responsible, the Seller may store the goods at the Buyer’s cost and risk and invoice them as delivered.
5.5 Reusable pallets: Where pallets are provided on loan, return/exchange terms apply in accordance with the order confirmation/pallet account. Returns not made on time may be charged at the replacement value.

6. Prices, taxes, payment terms

6.1 Prices are net prices plus statutory value added tax.
6.2 New or increased taxes/duties (e.g. customs duties) arising after conclusion of the contract may be passed on insofar as they relate to the service.
6.3 Payment term: 30 days net from the invoice date, unless otherwise agreed.
6.4 The Seller is entitled, in the event of an apparent risk to the payment claim, to demand advance payment/securities or to withdraw from the contract.
6.5 Payments are credited to the oldest due claim.
6.6 Set-off is only permitted with undisputed or legally established counterclaims. Retention only on account of claims arising from the same contractual relationship.

7. Changes in raw material/costs (price adjustment)

7.1 If, after conclusion of the contract, costs increase due to raw material, energy, labour or transport costs, the Seller is entitled to adjust prices reasonably if more than 6 weeks lie between conclusion of the contract and delivery and the change is significant. The Seller sets out the basis of the adjustment in a comprehensible manner.

8. Retention of title

8.1 The goods remain the property of the Seller until full payment of all claims arising from the business relationship.
8.2 Processing/combination takes place in the ordinary course of business; the Seller acquires co-ownership of the new item in proportion to the values.
8.3 The Buyer may resell goods subject to retention of title in the ordinary course of business. Claims from resale are assigned to the Seller in the amount of the outstanding claims; the Seller accepts the assignment.
8.4 Seizures or other interventions by third parties are to be reported to the Seller without delay.
8.5 If the value of the securities exceeds the claims by more than 20 %, the Seller releases securities of its choice on request.

9. Duty to inspect and give notice of defects, warranty

9.1 If the purchase is a commercial transaction for both parties, § 377 HGB applies (duty to inspect and give notice of defects).
9.2 The Buyer must inspect the goods without delay after delivery. Obvious defects are to be reported in text form without delay, at the latest within 7 working days of delivery, and hidden defects without delay after discovery.
9.3 In the case of a justified notice of defect, the Seller, at its choice, provides rectification or replacement delivery.
9.4 Customary/production-related deviations (e.g. colour shade, print image, dimensional/cutting/creasing/punching/gluing tolerances, weight/thickness of papers) are not a defect insofar as the agreed function is not significantly impaired.
9.5 No warranty is assumed for printing errors that are attributable to data approved by the Buyer, approvals or overlooked corrections. Changes by telephone are only binding if they have been confirmed in text form.
9.6 Warranty period: 12 months from the passing of risk, insofar as legally permissible.

10. Over-/under-deliveries

10.1 For production-related reasons, over-/under-deliveries are permitted and are invoiced. The following tolerances apply, unless otherwise agreed:

• up to 500 units: ±20 %
• up to 3,000 units: ±15 %
• over 3,000 units: ±10 %
  10.2 These tolerances do not give rise to any rights based on defects.

11. Default, default interest

11.1 If the Buyer is in default of payment, default interest applies in accordance with § 288 BGB; in B2B 9 percentage points above the base interest rate.
11.2 In addition, in the case of remuneration claims in default, the Seller may demand a default flat rate of EUR 40 (where applicable).
11.3 If the Seller is in default with bindingly promised dates, a reasonable grace period must first be set. Further claims are governed by clause 12.

12. Liability

12.1 The Seller is liable without limitation in the event of intent and gross negligence as well as in the event of injury to life, body or health.
12.2 In the case of simple negligence, the Seller is only liable for the breach of essential contractual obligations (cardinal obligations) and limited to the foreseeable damage typical for the contract.
12.3 Liability for lost profit, loss of production, indirect damage and consequential damage is excluded insofar as legally permissible.

13. Force majeure

13.1 Events of force majeure or other circumstances for which the Seller is not responsible (including strike, lockout, operational/transport disruptions, fire, shortage of labour/energy/raw materials, official measures) extend delivery periods reasonably.
13.2 If the service becomes permanently impossible or unreasonable, both parties are entitled to withdraw from the contract; claims for damages arising from this are excluded.

14. Fulfilment & logistics (additional service)

14.1 Insofar as the Seller additionally provides storage/fulfilment services (storage, WMS inventory management, picking, additional services, dispatch handling), the respectively agreed scope of services applies in accordance with the order confirmation/service description.
14.2 Returns management is not included unless expressly agreed in text form.
14.3 Reasonable duties of care apply to stored goods; liability is – insofar as permissible – limited to the foreseeable damage typical for the contract. Details may be regulated in a separate service description (SLA).

15. Intellectual property rights, indemnification

15.1 The Buyer is responsible for observing copyright, trademark and other intellectual property rights in print data, texts, logos and motifs.
15.2 The Buyer indemnifies the Seller against claims by third parties resulting from an infringement of such rights.

16. Data protection / electronic data processing

The Buyer is advised that data from the business transaction is processed electronically within the framework of the statutory provisions.

17. Place of performance, place of jurisdiction, law

17.1 The place of performance is the Seller’s registered office, unless otherwise agreed.
17.2 German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
17.3 The place of jurisdiction for merchants is the Seller’s registered office.

18. Severability clause

Should a provision be or become invalid, the remaining provisions remain effective. In place of the invalid provision, an effective provision applies that comes closest to the economic purpose.