sprd.net AG General Terms and Conditions
of Business and Sale for Bulk Orders (www.yink.com)
§ 1 General Information
The Parties to the Contract for Bulk Orders within the scope of the online offer on www.yink.com is sprd.net AG, represented by its Executive Board Philip Rooke (CEO) and Tobias Schaugg, Gießerstraße 27, 04229 Leipzig, Companies' Register Amtsgericht Leipzig, HRB 22478, hereinafter referred to as "Yink".
All deliveries by Yink to the Customer shall be made on the basis of the following General Terms and Conditions of Business and Sale. All offers, quotations and agreements between Yink and the Customer are based on these and they are deemed to be recognised for the duration of the whole business relationship. Contrary or different conditions of the Customer are only binding if Yink has acknowledged these in writing.
Bulk orders within the scope of this agreement are orders for textile products, provided these are placed with Yink Service for bulk orders.
§ 2 Conclusion of a Contract
(1) The "Offers" on Yink's website represent a non-committal invitation to the Customer, to place an order with Yink.
(2) The Customer uses the web form on the Yink website or another way (e.g. fax, eMail, phone) to send a textile printing enquiry to Yink. In der Anfrage sind Art und Farbe des gewünschten Produkts, Stückzahlen, Drucktext bzw. Motiv, gewünschte Lieferzeit sowie die Kundendaten anzugeben. The enquiry does not constitute a legally binding offer to Yink.
Yink draws up one or several legally non-binding "draft proposals" subject to confirmation, on the basis of the textile printing enquiry and sends it (them) to the Customer.
The Customer declares their offer of a Contract by returning a draft proposal signed by them to Yink; contact details given at http://www.yink.com/contact. The product preview of motifs and products on the draft proposal are non-binding for both Parties to the Contract and are for preview purposes only. A final product and motif design binding for both parties is not defined until later in the order by the precise product and motif design as a result of order clarification and the Galley Proof (see §§ 4 and 5). The initial product and motif design to be more precisely designed within the scope of the subsequent Contract arrangements has no effect on the legal validity of the rest of the Customer's offer of a Contract.
Yink sends the Customer an order confirmation immediately after receiving their offer of a Contract. The order confirmation is not an acceptance of the offer, but instead is merely intended to inform the Customer that an order has been received by Yink.
(4) The Contract is concluded by Yink stating its acceptance to the Customer within 14 days of receipt of the offer. The declaration of acceptance can coincide with the order confirmation, if this is explicitly stated as being the case by Yink. The details of the order beyond this cannot be examined online.
(5) Yink is entitled to withdraw from the Contract if, within the scope of the order and production process, it becomes known or there is a suspicion that the rights of third parties or legal regulations are infringed by a print motif or the print text.
(6) The Contract is concluded subject to the proviso of complete self-supply in good time. This proviso does not apply in the case of short-term delivery disruptions or if Yink is responsible for the non-delivery, especially if Yink has failed to complete a congruent cover transaction in good time.
The Customer will be immediately informed of the non-availability of the service. If the Customer has already paid, this will be reimbursed.
(7) Yink is entitled to withdraw from the Contract, if the print motif not supplied by the Customer until after the Contract is concluded does not correspond to the content and design description given by the Customer in the draft proposal.
§ 3 Graphic Supply / Preparation
(1) The Customer shall send Yink printable print graphics for the relevant type of finishing.
If Yink finds that the required products cannot be printed on the basis of the graphic supplied, Yink will notify the Customer immediately.
Otherwise the Customer is solely responsible for the print graphics they send.
(2) Yink edits the print graphics only on the basis of a separate agreement with the Customer. The Customer incurs additional costs as a result of the editing.
(3) The Customer has no right to return of the print copy/artwork (e.g. films, screens) or computer sewing programs, which Yink uses for the Contract design, unless agreed otherwise in a separate agreement.
§ 4 Order Clarity
(1) Order clarity with respect to the print order exists if
a) the print copy/artwork to be provided by the Customer exists as printable graphics (vectors) or high-resolution pixel graphics (at least 300 dpi resolution, in original size) and no rework/post editing according to § 3 Para. 1 and 2 takes place or is necessary,
b) the colours to be printed are given as Pantone values / HKS, or the colours have been confirmed by the Customer on the basis of the Galley Proof (see § 5) and
c) the ordered textile products are precisely defined (order quantity, sizes, colours), provided this is not already provided in the Customer's offer of a Contract in accordance with § 2 Para 3.
(2) Yink will inform the Customer when the order is clear.
§ 5 Galley Proof
(1) Before production starts the Customer will receive a Galley Proof.
(2) The Customer shall carefully and precisely check the Galley Proof. If the Customer agrees to the Galley Proof, they issue Yink a print release. Otherwise the Customer shall explain their proposed changes.
(3) By sending the released galley proof to Yink, a binding product and motif design is fixed by the Customer. Subsequent change requests cannot be taken into consideration. Yink will immediately start production of the subjects of the Contract according to the released Galley Proof.
(4) Changes to the product and motif design after the Galley Proof has been released are only possible if the costs incurred up until that time are remunerated, provided the Customer is responsible for the change.
§ 6 Samples
(1) Up to five samples per customer and order can be made available on approval for 14 days. After the approval period has expired the samples shall be returned to Yink or paid for in accordance with the enclosed invoice. If the Customer returns the Samples they shall pay the cost of returning them. Customer consignments will not be accepted unless they are sent prepaid.
(2) If samples in accordance with Para. 1 Sentence 2 are paid, the Warranty (§ 11) and Cancellation (§ 13) provisions apply.
(3) The Customer can only complain about differences between the colour, area, surface and strength of the sample and the delivered goods which are the subject of this Contract if the differences are not customary in the trade and are not due to the nature of the materials used.
§ 7 Delivery / Dispatch
(1) The delivery will be made within around 10 working days after Order Clarity (§ 4) has been established and the Galley Proof has been confirmed by the Customer (§ 5); the delivery period for express dispatches is around 7 working days. Working days are Monday to Friday. Different delivery dates and periods are only binding if Yink has explicitly confirmed them as such in writing.
(2) The delivery will be made within Germany and several European countries, which can be viewed at http://www.spreadshirt.net.
(3) The delivery will be made by a dispatch service provider to be chosen by Yink. The Customer shall pay a lump sum postage and packaging charge, which depends on the order value, the place to where the delivery is to be made and the type of dispatch. Current dispatch prices are listed at http://www.spreadshirt.net. .
(4) Yink is only entitled to make part deliveries if
a) the part delivery can be used by the Customer within the scope of the contractual intended use,
b) delivery of the remaining ordered goods is ensured and
c) the Customer does not incur any substantial additional efforts or costs as a result.
§ 8 Prices
(1) The given prices are final prices for customers ordering from EU member countries. The contain the legal taxes incurred, in particular VAT. The delivery address is definitive. Dispatch costs according to § 7 Para. 3 will be invoiced separately and will be shown separately on the invoice.
(2) All given prices are net prices for Customers ordering from outside the EU. The delivery address is definitive. If VAT is incurred in accordance with the statutory provisions in the recipient country, this shall be additionally paid on receipt of the goods. In addition, import duty may be incurred which the Customer must pay additionally on receipt of the goods.
§ 9 Payment
(1) Payment shall be made on account.
(2) The purchase price and dispatch costs are due for payment, without any deductions whatsoever, within 14 days of invoicing and delivery of the goods. The provisions of §§ 447 BGB remain unaffected by this.
(3) Yink is entitled to make use of the services of trustworthy third persons to handle the payment:
a) If the Customer is in default or delays payment, Yink can assign its accounts receivable to a collection agency and transfer the personal data required to handle the payment to this third party.
b) If third parties are involved to handle the payment, the payment to Yink is not deemed to have been made until the contractual amount has been made available to the third party, so that the third party can freely dispose of these funds without restriction.
(4) Offsetting counterclaims of the Customer is only allowed if the counterclaims are undisputed or have been finally ascertained by a court of law.
If the Customer is a businessperson as defined in § 14 BGB, the withholding of payments due to the Customer's counterclaims is only allowed provided the counterclaims are undisputed or have been finally ascertained by a court of law.
(5) Yink will charge the Customer a lump sum of 3 € per reminder for reminders after their payment obligation becomes due, with the exception of a reminder which give notice of delay or default. The Customer can prove that Yink has not incurred any losses or that the loss incurred is far less than the lump sum payment charged. Yink explicitly reserves the right to make further claims as a consequence of non-payment.
(6) If the Contract is cancelled by the Customer at their own instigation with the consent of Yink, without having a legal right to withdraw from the Contract, the Customer is obliged to pay a forfeit equal to 25% of the net order value.
§ 10 Conditional Sale
(1) The goods remain the property of Yink until all accounts receivable due to Spreadsheet have been settled.
(2) If the Customer is a businessperson as defined in the HGB, the following paragraphs 3 to 6 apply.
(3) Yink reserves title to all objects delivered until receipt of all payments arising out of the business relationship.
(4) The goods subject to conditional sale may not be pledged to third parties or ownership of the goods transferred as collateral until full payment has been received for the secured accounts receivable. The Customer shall notify us in writing immediately if and insofar as third parties seize the goods belonging to us.
(5) The Customer is authorised to sell on the goods covered by conditional sale as part of their ordinary business transactions. In this case the following additional provisions apply.
a) The Customer herewith assigns to Yink the accounts receivable from third parties resulting from the selling on of the goods equal to the amount of the Yink's accounts receivable, by way of collateral for Yink. Yink accepts this assignment of receivables. The Customer's obligations named in Para. 4 also apply in view of the assigned accounts receivable.
b) The Customer remains authorised to collect the receivables in addition to Spreadsheet. Yink undertakes not to collect the receivables as long as the Customer fulfils their payment obligations to Yink, does not default or delay payment, no application has been made for the opening of insolvency proceedings and no other incapacity of the Customer to pay exists. If this is the case, Yink can demand that the Customer notify Yink of the assigned receivables and the debtor, provide all information required for collection of the debts, hands over the corresponding documents and notifies the debtor (third party) of the assignment.
(6) On request and at its own discretion, Yink will release the conditional goods and the objects or receivables held in lieu of the conditional goods, provided their value exceeds the amount of the secured receivables by more than 15%.
(7) The Customer is obliged to handle the goods with care until title to the goods is transferred to the Customer.
§ 11 Warranty
(1) Details, drawings, figures, technical data, weight and dimensional descriptions and specifications which are given in brochures, catalogues, circulars, advertisements or price lists are purely intended for information purposes. The details contained in the order confirmation are solely decisive with respect to the type and scope of delivery.
(2) If a defect covered by warranty obligations exists, within the scope of the statutory provisions the Customer is entitled to demand subsequent performance, to withdraw from the Contract or to reduce the purchase price. The Customer is only entitled to claim compensation in accordance with §12.
(3) In the event of returns due to defects, Yink will also pay the postal costs.
(4) The period of limitation of warranty claims for the delivered goods is two years from delivery of the goods. If the Customer is a businessperson as defined in § 14 BGB, the period of limitation is one year. The periods of limitation of the Product Liability Law remain unaffected in every case. The statutory limitation periods only apply to the Customer's claims for compensation in accordance with § 12.
§ 12 Liability Limitation
(1) Yink's liability otherwise depends on the statutory regulations, unless determined otherwise in these General Terms and Conditions of Business and Sale.
(2) Yink is liable to pay compensation, for whatever legal reason whatsoever, in the event of deliberate intent and gross negligence.
In addition, in case of simple negligence, Yink is only liable for:
a) losses due to fatal injuries, physical injuries or health damage and
b) losses due to the breach of a material contractual obligation (obligation whose fulfilment is prerequisite in order to make implementation of the Contract at all possible and which the Parties to the Contract are usually confident and can be confident of compliance with this obligation); in this case, however, the liability is limited to compensation for the foreseeable, typically occurring loss.
(3) The liability limitations resulting from Paragraph 2 do not apply if Yink maliciously concealed a defect or gave a guarantee for the nature of the goods. The same applies to the Customer's claims under the Product Liability Law.
(4) If Yink's liability is excluded or limited in these General Terms and Conditions of Business and Sale, this also applies to the personal liability to pay compensation of Yink's staff, employees, representatives and vicarious agents.
§13 Notice and information about right of cancellation according to § 312 d Para. 1 BGB (German Civil Code) for consumers as defined by § 13 BGB
(1) Notification of cancellation policy
You are entitled to revoke your contractual statement in writing (e.g. letter, fax, e-mail) within 14 days without giving any reasons or – if the goods have been delivered to you before the end of that period – also by returning the goods. The period begins following receipt of this notice in writing, however not before receipt of the goods by the recipient (in the case of recurring delivery of the same type of goods, not before receipt of the first part-delivery) and also not before performance of our duties to inform in accordance with article 246 § 2 in conjunction with § 1 Para. 1 and 2 EGBGB and our duties in accordance with § 312g Para. 1 Sentence 1 BGB in conjunction with article 246 § 3 EGBGB. The cancellation period shall be deemed to be observed if notice of cancellation or the goods are sent in good time. Notice of cancellation is to be sent to:
or sent by fax to: +49 – (0)341 / 59400 – 5499
or by e-mail to: firstname.lastname@example.org.
In case of an effective cancellation, any goods or payments received by either party are to be returned and any benefits that may have been obtained (e.g. interest) are to be repaid. If you are partly or wholly unable to return the goods and benefits (e.g. from use) to us or only in a deteriorated condition, you must compensate us accordingly. You shall not be required to compensate any lost value for the deterioration of the goods and for derived benefits insofar as said use and deterioration can be attributed to the inspection of the properties and the operational capability of the goods. “Inspection of the properties and operational capability” is taken to mean the testing and trying out of the respective goods as is possible and customary in, for example, a retail store. Goods which can be shipped as parcels are to be returned at our risk. You shall be required to pay the regular costs of the return if the goods delivered do not differ from those ordered and the price of the goods to be returned does not exceed 40 euros or, if the price of the goods is higher, if you have not yet paid for the goods or made a contractually agreed partial payment by the time of the cancellation. Otherwise the return is free of charge for you. Goods which are not able to be shipped as parcels shall be collected from you by us. Any obligations to reimburse payments must be met within 30 days. This period begins for you when you send either your notification of cancellation or the goods, and for us on receipt.
(2) According to § 312d Para. 4 No. 1 BGB, the right to cancel does not exist for goods produced to the customer's specifications or which are clearly tailored to the customer's personal needs.
(3) If the contract is cancelled, Yink also bears the cost of sending the goods to the consumer (original delivery costs).
§ 14 Copyrights on Print Designs, Indemnity
(1) The Customer guarantees Yink that print motifs and texts supplied by them are free of third party rights and do not violate any statutory provisions (in particular penal provisions and provisions concerning the protection of young people).
(2) The Customer will indemnify Yink against all debts outstanding and claims made against Yink due to the breach of such third party rights or statutory provisions, provided the Customer is responsible for the breach of duty. Under the same prerequisites, the Customer shall reimburse Yink for all defence costs and other losses incurred.
§ 15 Technical and Design Differences
Yink explicitly reserves the right to differences customary in the trade between the contract performance and the descriptions and details in brochures, catalogues and other written and electronic documents regarding the material property, colour, weight, dimensions, design or similar characteristics, provided it is reasonable to expect the Customer to accept these. Reasons for changes which the Customer can reasonably be expected to accept can result from customary fluctuations in the trade and technical production processes.
16 Juridicial Venue – Place of Performance – Applicable Law
(1) The place of performance for all deliveries is the registered office of Yink in Leipzig.
(2) If the Customer is a businessperson as defined in the HGB (German Commercial Code), a public law body or a special asset under public law, the juridicial venue is Leipzig. In this case, Yink is also entitled to opt to take the Customer to court in the Customer's place of residence. The same applies accordingly for the case that the Customer does not have a general juridical venue in Germany, relocates their place of residence or usual place of stay from Germany to abroad after the Contract has been concluded or their place of residence or usual place of stay is unknown on instituting legal proceedings.
(3) The Contract according to these General Terms and Conditions of Business and Sale are solely subject to the laws of the Federal Republic of Germany. Assertion of UN United Nations Convention on Contracts for the International Sale of Goods is excluded. If the Customer is a consumer as defined in § 13 BGB (German Civil Code) and is usually resident abroad, mandatory provisions of this foreign state remain unaffected.
(4) Should individual terms and conditions of these General Terms and Conditions of Business and Sale be invalid or contradict the statutory provisions, the remainder of the Contract shall remain unaffected.