General terms and conditions of business, supply and payment
These terms and conditions apply to all existing and future business relations between YouCard Kartensysteme GmbH (hereinafter referred to as YouCard) and the contract partner concerning the delivery of goods and the provision of services. Our Terms and Conditions apply with respect to any natural person or legal entity and to any partnership authorized by law which, at the time the agreement is concluded, is exercising its commercial or independent professional activity. Deviant, conflicting or additional general terms and conditions of the contract partner, even if they are registered, will not be applicable only in the event that YouCard would expressly agree to them and that such agreement is set out in writing.
Conclusion of the contract and written form
Offers made by YouCard are always without obligation and subject to confirmation, unless a binding period is expressly stated in writing. Technical changes as well as changes in form, colour and/or weight are reserved within reasonable limits. The details and information contained therein, like pictures, drawings, descriptions, dimensions, weights and other performance data are only binding if this has explicitly been agreed in writing. With the order or the contract award the contract partner declares bindingly, to buy and to commission the ordered goods or the ordered services, YouCard will confirm the receipt of the order without delay. This confirmation does not stand for a binding acceptance of the order. The order confirmation may be combined with a notice of acceptance. YouCard is entitled to accept the contractual offer included in the order within two weeks after receipt. Order, confirmation and acceptance are carried out in writing or by telex (Fax, E-Mail). The same shall apply for supplements, amendments and collateral agreements. The service that is to be performed will be described in detail in the confirmation letter. The declaration of acceptance by YouCard may be expressed through delivery of the ordered goods or provision of the service ordered. Contracts that are formed shall always be subject to the proviso that YouCard is punctually supplied with the right goods by its own suppliers. This only applies to cases in which YouCard is not culpable for the non-delivery, in particular if a congruent coverage transaction is concluded with the supplier. YouCard shall immediately inform the contractual partner about the reasons for non-availability of the goods or service. The consideration will be provided immediately.
Terms of delivery
In stock-products, such as dye-sublimation printers and their consumables, are usually dispatched immediately by UPS. If the order is placed after 12 o’clock at noon, they will be shipped the first following working day. If no delivery dates are agreed, but the time of delivery is calculated according specific periods of time, the time period shall commence with the date of dispatch of the confirmation of order; it shall end with the date on which the goods leave the delivery works or are stored on account of the impossibility of shipping the same. These circumstances entitle YouCard to push out the deliveries or performances at the duration of the impediment plus an adequate approach time or to withdraw completely or partly from the contract because of the not yet fulfilled agreements. If the hindrance lasts longer than three months, the purchaser shall be entitled, after setting a reasonable extension period, to revoke the contract for the part that has not yet been fulfilled. If contract performance is rendered partly or wholly impossible for YouCard due to the above-mentioned reasons, it shall be free from its delivery obligation. Compensation claims by the purchaser arising from delay or non-fulfilment are excluded, to the extent that malicious intent or gross negligence on our part is not proven. YouCard is at any time entitled to partial deliveries and to performances in part. Uncomplete or wrong deliveries as well as any defects must be reprimanded immediately during the acceptance procedure, in case no acceptance procedure takes place within 8 days after delivery. Defects which cannot be detected instantly shall be immediately reported in writing after discovery. If the reclamation is justified and made in due time, YouCard shall remedy defects at its own choice, generally by charge free replacement or repair. In the event of failure of the repair or replacement, then the purchaser may at its option request reduction in the price of the goods or cancellation of the agreement. In the event that the buyer acts contrary to the contract – especially concerning late payment, YouCard is entitled to take back the retained goods or, where appropriate, demand the buyer’s surrender claims against third parties, if necessary. The taking back of goods subject to reservation of title as well as the levy of execution on them by our firm shall not constitute withdrawal from the contract- unless the German Act applies.
YouCard will accept returned packaging to the extent of his obligations under German packaging regulations and professionally dispose them. The buyer can return the packaging to YouCard during normal business hours after timely prior announcement or at the time of delivery, unless different receiving/collection locations were indicated to him. Packaging shall only be taken back directly after delivery of the goods (within a one week period), with subsequent deliveries only after timely prior notification and readiness. The client shall bear the cost of the transport of the used packaging. If a designated acceptance / collection point is further away than the premises of YouCard, the client shall only bear the transportation costs which would arise for the distance to the premises of YouCard. The packaging returned must be clean, free from foreign substances and sorted according to the different types of packaging. YouCard shall otherwise be entitled to charge the customer for any additional costs of disposal.
Prices, additional costs and order placement
Prices are in the currency indicated (EURO or US Dollar) and apply at the rate currently applicable within the Federal Republic of Germany. The prices stated in the contractor’s quotation are applicable provided that the purchase order data on whose basis the quotation was submitted remain unchanged, but this provision applies for no longer than three months after the client has received the quotation. If the handling of an order exceeds the period of four months, YouCard is entitled to adjust the prices listed in the confirmation of the order. Should the processing of the order be temporarily suspended at the request of the client, YouCard shall have a claim to payment for works already performed (carried out), in particular materials ordered and other additional costs, including storage. In case of order, we assume that the customer is entitled to do so. Obvious errors, spelling and printing mistakes in our offers, correspondences and printed materials are reserved. YouCard shall not assume any liability for this. Prices for printed plastic cards shall apply to realizations in the standard colours YMCK and prior verification of the delivered print materials feasibility. Special colours desired by the customer which lie outside the standard colours shall be charged according to the expense incurred through their use. Agreements in deviation here from require the written confirmation of YouCard.
For defects in the goods or services, we provide warranty either through repairs or by providing a replacement, at our option.
If YouCard refuses the settlement seriously and definitely, refuses the remedy of the defects and the supplementary performance concerning disproportional costs, the supplementary performance is unsuccessful or unacceptable for the contract partner, so the contract partner can, at his own option, demand only a reduction of payment (deterioration) or cancellation of the contract (withdrawal) and damages in line with limitation of liability instead of demanding the performance. The supplementary performance is normally declared unsuccessful after the second unsuccessful try of supplementary performance. However, in the event of an insignificant contractual violation, particularly for insignificant defects, the customer shall not be entitled to a withdrawal. If the defect is arising from neglect of duty for which we are not responsible, the customer is not authorised to withdraw the contract. Defect-related claims by the contractual partner shall lapse one calendar year after the acceptance or supply of the materials. This does not apply if we are to be accused of gross negligence or if we have caused bodily injury, damage to health, or loss of life of the customer. Our mandatory liability according to the German Product Liability Act shall likewise remain unaffected thereby. In cases of fraudulent concealment of a defect or the assumption of a guarantee for the condition, further claims remain unaffected.
The warranty duty of YouCard is not applicable if the rejection claims for the delivered goods are caused by the customer, a third party, or natural wear out or overcomplicated usage of the delivered goods by the customer or third parties. The same applies with performance of repairs or modifications by third parties not authorized by YouCard, as well as using other programs or other accessories, provided that YouCard did not deliver or recommend those. Insofar as nothing to the contrary has been agreed, warranty covers a period of 6 months. Deviating from this, the warranty for printing head delivered with each card printer, covers a shorter period of time one, depending if within 6 months 50.000 plastic cards (monochrome printing) or 10.000 plastic cards (color printing YMCK with a thermo-sublimation card printer) were imprinted. The warranty shall be null and void if the buyer has made unauthorized and improper modifications or changes without our contribution. Warranty is also excluded if errors occur, based on accidents, power disturbances, climate conditions outside the limits that were specified, unsuitable transport, improper handling of the costumer, subsequently built in wear parts (printing head) and/or using plastic cards and ribbons, which were not authorized or purchased by YouCard. Wear parts are covered with a 3 months warranty by YouCard. The costumer himself has to decide, whether the delivered/recommended products by YouCard are suitable for the intended application. Insofar recommendations may not be deemed as an assurance of characteristics. We will grant our contractual partners no guarantees in the legal sense. Regarding plastic cards, the right to complain excludes minor colour deviations, as well as over- or underdeliveries, with a range of up to 10 %. Punch fluctuations of up to 1.5 millimeters, which lead to different distances of the printed motifs to the card edges do not justify a complaint in respect of the delivery. YouCard will not be reliable for any claims beyond those regulated in this terms and conditions, except if YouCard should be culpable of malicious intent, gross negligence or the absence of guaranteed characteristics. This applies in particular to damages not caused to the delivery item itself. Warranty of the feature “Scan- and readability”, of plastic cards imprinted and encoded by YouCard, is granted only under the following conditions: 1) The device must in a technical flawless and reliable condition. 2) The printing head and plastic card transport rolls must be cleaned regularly as a rule by the customer. Independent of this, the costumer has to convince himself of the scan- and readability with the help of test devices, available on the market. YouCard does not accept damage claims by the costumer or third parties based on scan-inability or wrong encoding of barcode, magnetic stripe- or RFID cards made with damaged YouCard software systems. Starting with the acceptance, YouCard undertakes the required device support and malfunctions remedy. For this purpose the buyer has to send the device in its original package to YouCard’s factory in Wetzlar, Germany. If the Purchaser demands that the warranty works be completed at a specific location, the Seller can satisfy this requirement, whereupon parts under warranty are not charged, whereas working hours and travel expenses are to be paid to YouCard at the standard rate. Cleaning- and adjustment tasks of printers and printing heads do not count as warranty works. If the costumer sends a device to YouCard under warranty to correct malfunctions, and neither a mechanical nor an electronic defect are the cause of error, but wrong settings and/or poor cleaning of the system, the remedy of disturbances can be invoiced. In this case YouCard also charges the shipping costs. In case of warranty the costumer sends the device to YouCard at his own charge and receives the repaired product back and free of shipping costs. There is no warranty claim if the costumer sends in a technical device without its original packaging. YouCard recommends installation and instructions of a card system through a YouCard technician, as well as concluding a maintenance and service contract.
Retention of title:
YouCard reserves title to the goods on the current business connection with the contract partner until complete payment of all them is made. The contractual partner is obliged to treat the conditional goods with due care. Where maintenance and inspection works are necessary, the customer must carry these out regularly and at his own cost. The customer undertakes to inform us immediately of any seizure of the goods by any third party, for example in the event of an attachment, as well as of any possible damage to or destruction of the goods, to provide us with the information. YouCard is informed immediately by the contract partner, when a change in ownership occurs, as soon as the own change of the office is taking place. In the event that the buyer acts contrary to the contract – especially concerning late payment – we have the right to cancel the contract and require return of the goods at the customer’s expense. The customer shall be entitled to resell the contractual object in the ordinary course of business unless it is in payment default. Pawning and security assignments are illegitimate. The buyer shall transfer to us all claims receivable in the amount of the invoice amount which the buyer accrued as a result of the sale to a third-party. YouCard accepts the assignment. The contracting party will be entitled to the collection of these claims even after their assignment. YouCard reserves the right to collect the debt itself as soon as the Purchaser fails properly to fulfil its payment obligations towards the Seller. The processing and converting of the goods by the contract partner occurs always in the name and by order of YouCard as manufacturer. If the processing is done with items which do not belong to the customer, YouCard shall acquire co-ownership of the new items at the ratio of the value of the goods delivered by YouCard to the value of the third party goods at the time of processing. The same is valid for the case of any mixture. The contracting party shall retain our (co-) title free of charge. In the event of appropriations of the retained goods by third parties, the purchaser will make reference to the right of ownership YouCard, and notify YouCard without delay.
Passing of risks
The risk of accidental loss or deterioration of the goods passes to the customer upon delivery, in the event of a sale by dispatch, upon the delivery of the goods to the forwarding company, to the carrier or to the person or institution engaged with performing the shipment. If the customer delays in accepting the goods, the transfer shall still be deemed to have taken place. Costs and risks for parts sent in, as for processing or as a sample, bears the costumer. A proper insurance of the devices is a matter of the contracting party and at its own costs.
Property rights and copyright
Production items used by the Supplier to produce the ordered products, in particular films, clichés, lithographs, printing plates and standing matters shall remain the property of YouCard and will not be handed over, even if they have been charged separately. The contracting party is solely liable when rights, especially copyrights of third parties are harmed, when its assignment is executed. The customer shall release YouCard from all third-party claims in connection with such an infringement of rights and from the legal defence costs. All information necessary for the processing of the contractual relationship are being saved. Unless otherwise expressly agreed in writing, information provided to us in connection with the order shall not be treated as confidential. If particulars of the foregoing regulations/provisions, regardless of the legal reason, should become totally or partly ineffective or futile, the effectiveness of the remaining regulations/provisions thereby remains unaffected.
Place of jurisdiction
All disputes between the contract partner (merchant) and YouCard shall be settled by the courts in Wetzlar, having jurisdiction for our principal place of business; however, we shall also be entitled to sue the Supplier at its general venue.
Terms of payment
In the absence of any other agreement, invoices from YouCard are due to be paid within 14 days from the invoice date without deductions. Repair invoices are payable immediately net. The law of the Federal Republic of Germany shall apply.