Terms and Conditions
General Terms and Conditions
of Floramedia Deutschland GmbH
(hereinafter referred to as "Floramedia")
I. Subject Matter / Scope of Application / Applicable Law / Jurisdiction
The subject matter of these General Terms and Conditions (hereinafter referred to as "GTC") are all legal transactions concluded between the customer and Floramedia. They apply, in the case of an ongoing business relationship, to all future transactions with the customer in the version valid at the time of the order.
The GTC are an essential part of any contract concluded with the customer, unless otherwise agreed in writing in individual cases.
Deviating or conflicting terms and conditions of the customer will only become part of the contract if they have been expressly acknowledged in writing by Floramedia. This also applies if the customer’s business and/or delivery terms are not expressly objected to.
Any amendments, supplements, or termination of contractual agreements require written form to be effective. Written form is also maintained by text form as per § 126b BGB (email, SMS, fax). This applies even when a "written" statement is required in these GTC or in the contracts or agreements concluded between the parties.
Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a regulation that, as far as legally possible, comes closest to the intent of the parties.
In case of disputes arising from the conclusion, execution, or termination of contracts between the parties, the parties agree that the jurisdiction will be the registered office of Floramedia.
German law shall apply. The provisions of the UN Sales Convention are excluded.
Floramedia is entitled to amend or supplement these GTC for objective reasons (e.g., changes in law, changes in case law, changes in economic conditions, etc.) with reasonable notice. If the customer does not object to the amended terms in writing within 4 weeks after receiving the notice of amendment, the announced changes will become effective. Timely dispatch is sufficient to meet this deadline. In case of a timely objection by the customer, Floramedia is entitled to terminate the contract at the time the amended terms come into effect.
II. Marketing / Communication / Advertising
1. Services
Floramedia provides its agency services based on a separate contractual agreement with the customer. The range of services offered by Floramedia includes, in particular, consulting, design, and conceptualization services.
2. Customer's Cooperation
The customer is required to provide Floramedia with all data and information related to marketing goals, markets, products, and services, which are necessary or useful for Floramedia’s work, unsolicited. Floramedia commits to treating such data and information with strict confidentiality.
The customer must grant approvals in a timely manner so that Floramedia's workflow and that of its suppliers, as well as the contractually agreed implementation of the respective communication measures, are not hindered. The customer will bear any additional costs and/or risks to quality that may arise from delayed or refused approvals.
The customer assures that all materials provided to Floramedia for use in the performance of the services are free of third-party rights.
3. Assignment of Work
The basis for Floramedia's work is the briefing by the customer.
Before beginning any work that incurs costs, Floramedia will generally submit a written cost estimate to the customer.
The customer assigns the task to Floramedia by approving the cost estimate. The approval should normally be given in writing. If given verbally, it should be confirmed in text form (e.g., fax, email, SMS).
4. Compensation
The fees for all services provided by Floramedia are agreed within the framework of the cost estimates approved by the customer. A deviation of +/- 10 percent from approved cost estimates is considered covered by the approval, unless otherwise agreed in writing.
If the customer alters or cancels tasks commissioned outside of ongoing support, they will compensate Floramedia for fees and/or time spent up to that point, reimburse all incurred costs, including lost fees and/or commissions, and indemnify Floramedia against any third-party claims, particularly from Floramedia's subcontractors.
All fees from Floramedia are exclusive of the applicable statutory value-added tax (VAT) at the relevant time of service provision.
Invoices issued by Floramedia to the customer based on an approved cost estimate are due immediately and without deductions. For larger or longer-term projects, Floramedia is entitled to issue interim invoices or advance invoices or request advance payments. Discounts on agency and media services are not granted.
5. Confidentiality
Floramedia will treat all information and documents that come to its knowledge in the course of its collaboration with the customer and are not intended for disclosure to third parties with strict confidentiality. Floramedia will also obligate employees and third parties who receive such information or documents to carry out work under a contract to maintain the same level of confidentiality.
Similarly, the customer will treat all information, documents, and data received from Floramedia, as well as ideas, concepts, images, texts, and designs presented by Floramedia, that are not publicly known, with strict confidentiality and not disclose them to third parties. The confidentiality obligation extends to all content in the aforementioned presentation materials, as well as any information exchanged during oral presentations or in correspondence between the parties regarding these materials.
The obligation to maintain trade secrets of the respective business partner continues beyond the duration of the business relationship.
6. Usage Rights / Compensation
All copyright and other usage rights to the work results approved and paid for by the customer for advertising purposes transfer to the customer to the extent required by the purpose of the respective order as per the assignment. Floramedia fulfills its obligation by granting exclusive usage rights within the contractual territory for the media and duration of the advertising measure specified by the parties in the order. Any use beyond this regulation requires the separate approval of Floramedia. In particular, the customer is not permitted to duplicate, edit, or alter the aforementioned work results or parts thereof and distribute them in modified form or make them publicly accessible in any other way.
If Floramedia involves third parties to fulfill the contract, it will acquire the usage rights to their services on behalf of the customer at the customer's expense and transfer them accordingly. If these rights are not available in the required extent or if their acquisition is only possible at disproportionately high costs, Floramedia will inform the customer and proceed according to their further instructions. Any additional costs incurred in such cases will be borne by the customer.
If Floramedia creates electronic programs or parts of programs as part of its contractual services, the respective source code and the corresponding documentation are not part of the rights granted to the customer.
The usage rights to work results that the customer has rejected, discontinued, or not used within six (6) months after delivery (e.g., concepts, ideas, drafts, etc.) remain with Floramedia.
The transfer or licensing of usage rights by the customer to third parties requires prior written approval from Floramedia to be effective. An exception is the assignment or licensing to subsidiaries or affiliated companies within a corporate group.
Floramedia is not liable for legal claims by authors for subsequent increases in compensation under §§ 32, 32a UrhG (German Copyright Act); the customer shall indemnify Floramedia against such claims upon first request.
The usage rights to the work results from Floramedia are considered compensated by the payment of the fees specified in section II. 4 of the terms and conditions.
For use beyond the contractual end date and/or the contractual territory and/or for use in media or for purposes other than those agreed upon in the contract, a separate usage fee must be agreed with Floramedia.
7. Liability / Warranty
Floramedia is liable to the customer within the scope of the concluded contract for the care of a diligent advertising professional. Floramedia's liability and that of its representatives and fulfillment agents for slightly negligent breaches of duty is excluded, except in cases of violation of essential contractual obligations (so-called cardinal duties), violations of life, limb, and health, claims arising from a guarantee or from the Product Liability Act.
To the extent that Floramedia, its representatives, and fulfillment agents are liable under the above provision, the liability is limited to the foreseeable and typical contractual damage resulting from the nature of the service.
Floramedia will inform the customer in a timely manner of any legal risks related to the content or design of planned communication measures. However, Floramedia is not obligated to check whether the development and/or revision of trademarks, names, signs, packaging designs, headlines, domains, logos, trademarks, business stationery, or other similar communication measures might infringe on existing third-party trademark or design rights.
If Floramedia considers a legal review by a particularly qualified person or institution necessary for the realization of the measures, the customer will bear the costs. If Floramedia has pointed out concerns and the customer insists on the realization of the communication measure, Floramedia is not liable for any resulting disadvantages and risks. The customer will indemnify Floramedia against third-party claims upon first request.
Claims for damages by the customer shall become time-barred within one year. The limitation period begins with the occurrence of the respective damage and the customer's knowledge or grossly negligent ignorance of the grounds for the claim and the identity of the violator; regardless of this, the claim for damages expires in three (3) years from the act of violation.
8. Storage, Archiving, and Release of Data and Documents
All reports, print materials, films, illustrations, and files produced by Floramedia for the customer will be stored by Floramedia in a proper manner for a period of one year, starting from the completion of the respective communication measure. During this period, they will be made available to the customer upon request.
After the storage period has expired or in the event of the termination of the collaboration before the end of this period, the documents will be handed over to the customer upon request; otherwise, they will be destroyed. The aforementioned documents may also be stored in digital form.
The costs for compiling data, sending, packaging, and storing beyond the agreed period, as well as any costs for transportation, destruction, and related activities and insurances, will be borne by the customer.
Documents that are no longer needed, such as manuscripts, sketches, drafts of unrealized advertising measures, or similar, may be immediately destroyed by Floramedia.
The release of data will be done by providing the data on a standard data carrier in a form that allows the customer or their representative to update the respective communication measure (e.g., changes in addresses, phone numbers, or prices). The customer has no entitlement to the release of source codes and corresponding documentation; these remain with Floramedia.
9. Data Protection / Data Security
The customer confirms that any personal data transmitted to Floramedia by them or third parties on their behalf has been collected and processed in accordance with applicable data protection laws, that the necessary consents from third parties are in place, and that the use by Floramedia within the framework of the assigned project does not violate these laws or exceed the scope of consents granted.
The customer agrees that personal data arising from the contractual relationship, such as connection times, number and duration of calls, passwords, uploads and downloads, may be stored by Floramedia for the duration of the contract/order as necessary or useful for fulfilling the contract/order.
The customer will back up data and programs before handing them over to Floramedia to enable recovery in case of data loss.
10. Self-Promotion and Copyright Attribution
Floramedia is entitled, even after the transfer of exclusive usage rights to the customer, to use its work results or excerpts for self-promotion purposes, free of charge, even after the end of the contract period, while naming the customer's name.
Floramedia retains the right to attribution; it is authorized to place its name, logo, or other business identifiers discreetly on the customer’s advertising materials after consulting with the customer regarding the form, if Floramedia wishes to make use of this right.
III. Production Services
1. Offer and Conclusion of Contract
All prices in the offers are stated in euros. These are net prices plus statutory VAT.
All offers are non-binding and subject to change until confirmed by the supplier of Floramedia.
For orders leading to a processing time of over 3 months, Floramedia is entitled to increase the prices after every 3-month period to the extent that energy, material, and labor costs have risen.
2. Payment Terms
Payment by the customer is due upon notification of the completion of the goods or a partial delivery. The invoice is created at this time and includes a payment due date. If this deadline is omitted or no specific date is apparent, the customer will be in default after 30 days from receipt of the invoice according to § 286 III BGB (German Civil Code).
For goods deliveries up to €250, Floramedia is entitled to ship via cash on delivery. Floramedia is also entitled to request advance or partial payments for work already performed.
The customer does not have the right to withhold or offset payments, regardless of the legal reason.
If the customer falls into arrears with a payment or if there is significant deterioration in their financial condition, all outstanding orders become due immediately. In such cases, Floramedia reserves the right to only continue work if appropriate advance payments are made.
3. Retention of Title
Each delivery is subject to retention of title. The ownership of the goods will only pass to the customer once the agreed price has been fully paid. In the case of payment by check, full payment is considered made once the check has been definitively credited.
Until ownership has been transferred, the goods may not be pledged, transferred as security, or encumbered with other rights.
The resale of goods under retention of title is only permitted if the purchase price claim is assigned to Floramedia. Floramedia hereby accepts the assignment.
If the customer has provided raw materials to Floramedia, these are pledged to Floramedia until the invoices have been fully paid.
4. Deliveries
The place of performance for delivery is the Floramedia works. If the customer requests shipping, it will be at the customer's cost and risk. Floramedia is not liable for the cheapest or fastest shipping. If the customer requests transport insurance, it will be arranged at their cost.
5. Delivery Time
If no specific delivery dates are agreed, but a delivery period is agreed upon, it will start on the day the order confirmation is received and end on the day of completion.
During the customer's review of proofs, samples, digital data, etc., the delivery time is suspended from the day the materials are sent until the customer's approval. If the customer requests changes to the order, the delivery time starts anew from the confirmation of the change.
Floramedia is not responsible for delays in delivery if they are caused by circumstances beyond its control. Disruptions in operations—whether within Floramedia’s own operations or external operations dependent on manufacturing and transport—caused by war, strike, lockout, riot, energy shortages, transportation failures, work restrictions, or other cases of force majeure, exempt Floramedia from meeting the agreed delivery times and prices. An extension of the delivery time and price due to these circumstances does not entitle the customer to cancel the order or hold Floramedia liable for any resulting damages.
6. Delivery Delay
In the event of a delay in delivery by Floramedia, an appropriate grace period of at least 14 days will be granted according to § 323 BGB (German Civil Code). Lost profit cannot be claimed by the customer as compensation. This exclusion does not apply to liability based on intent or gross negligence.
7. Acceptance Delay
If the customer does not accept the delivery within a reasonable time after receiving the completion notice or does not accept the delivery promptly after the scheduled shipment, or if shipment becomes impossible for reasons not attributable to Floramedia, Floramedia is entitled to either store the delivery at the customer's expense and risk or to store it with a carrier. The rights under § 323 BGB remain unaffected.
8. Defects
Defects must be reported in writing within 2 days of receiving the goods. This also applies if sample items have been sent. Defects in part of the delivery do not entitle the customer to complain about the entire delivery.
Floramedia is entitled to remedy the defect under § 635 BGB. The customer's further rights under § 634 BGB are limited to a reduction in price according to § 638 BGB.
This limitation does not apply to defects caused by intent or gross negligence. Hidden defects can only be claimed against Floramedia if the written complaint is submitted within three months of the goods leaving the printing house.
Deviations in the quality of paper, cardboard, and other materials provided by Floramedia cannot be objected to if they are declared acceptable according to the delivery conditions of the paper and cardboard industry or the relevant supplying industry, which are available to the customer upon request. This also applies to deviations caused by differences between proof prints and the final print run due to printing techniques. Floramedia is only liable for lightfastness, changeability, and color deviations, as well as for the quality of coatings, varnishing, impregnation, etc., to the extent that defects in the materials were detectable through proper inspection before their use.
Deviations may occur from batch to batch. In cases where special works such as plastic bindings, special stitching (including spiral bindings), cellophaning, varnishing, rubberizing, or impregnation are carried out by a third party, the delivery conditions of the relevant industry apply, and are available to the customer upon request.
For seed packets, Floramedia only uses materials that, based on recent scientific findings, provide considerable protection against the impact of moisture on the filled seeds. However, Floramedia cannot assume liability for ensuring that the seeds in these packets will never be affected by moisture or other influences and, therefore, rejects any claims for withdrawal, reduction, or compensation for damages in this regard. Liability for personnel's fault is governed only by § 831 BGB within contracts.
9. Customer Materials
Customer materials, of whatever kind, must be delivered to Floramedia free of charge. Receipt will be acknowledged, but no warranty is assumed for the correctness of the delivered quantity. For larger batches, the costs related to payment or weight checks (local standard rate per 100 kg and month) must be reimbursed.
If the customer provides paper and cardboard, any packaging materials and waste due to unavoidable loss during printing, trimming, die-cutting, or similar processes remain the property of Floramedia.
10. Packaging
Packaging made of paper or cardboard will be charged at cost price plus VAT and will not be expressly taken back. Boxes and pallet boards will be credited two-thirds of the charged price if returned in good condition to the delivery site within 4 weeks.
11. Sketches, Designs, etc.
Sketches, designs, etc., will in all cases be provided for a fee and remain the property of Floramedia. They may not be imitated, reproduced, or made accessible to third parties or competing companies.
12. Copyright
The customer is solely responsible for verifying the right to reproduce all print materials, including checking the correct spelling of variety names, protected plant varieties, and trademarks.
The copyright and the right to reproduce in any process and for any purpose on Floramedia's own sketches, designs, originals, data, etc., remain with Floramedia, unless otherwise explicitly stated.
Reprints or reproductions —regardless of the method — of any deliveries, even those that are not subject to copyright or other industrial property protection, are not permitted without the supplier's consent.
Printing plates (metal plates, etc.), cylinders, copy templates, dies, and similar items remain the property of the supplier (printing company), even if they are separately invoiced.
Floramedia is not obligated to provide the customer with the data required to develop and manufacture a product. Floramedia assumes no liability for external samples, data, digital files, manuscripts, or other items that are not collected by the customer within 4 weeks after the completion of the order.
13. Insurance
If manuscripts, originals, papers, stored printed materials, or other items entrusted to Floramedia need to be insured against theft, fire, water, or any other risks, the customer must arrange for the insurance. Otherwise, only reasonable care can be expected.
14. Typesetting Errors
Typesetting errors will be corrected free of charge. However, corrections required due to illegibility of the manuscript or deviations from the print sample, including customer and author corrections, will be charged based on the time spent. The "Duden" (latest edition) is the authoritative reference for spelling.
15. Digital Files
If the customer provides digital files, Floramedia is not liable for errors that may arise due to technical systems or incompatibility between the data and systems.
16. Proofs
Proofs and prints must be checked by the customer for typesetting and other errors and returned to Floramedia with approval for printing. Floramedia is not responsible for errors overlooked by the customer. Changes requested by phone must be confirmed in writing, excluding emails and faxes. For smaller print jobs, Floramedia is not obliged to send a proof to the customer. If a proof is not requested, liability for typesetting errors is limited to gross negligence. For changes in print approval, all expenses, including machine downtime costs, are borne by the customer. Minor deviations in color reproductions (in all printing processes) do not constitute grounds for a complaint. The same applies to differences between proof prints and the final print run.
The submission of machine sheets may only be possible in special cases due to shift work (including night shifts). Any machine downtime not caused by Floramedia will be charged to the customer.
17. Overruns and Underruns
Generally, the full required quantity will be delivered. The customer is required to accept an overrun or underrun of up to 10% of the ordered quantity.
18. Storage
Storing raw materials, semi-finished and finished products, such as printed materials, digital files, printing plates of all kinds, and third-party papers, will only be done after prior agreement and at the customer's expense and risk. It is subject to additional charges.
19. Paper
If the customer provides paper, any packaging material and waste caused by unavoidable loss during printing, trimming, die-cutting, etc., remain the property of Floramedia.
20. Company Text
Floramedia reserves the right to place its company text, logo, or business identification number on deliveries of all kinds, in accordance with applicable practices, regulations, and available space.
