Terms and Conditions

§ 1 Scope

(1) These General Terms and Conditions ("AGB") apply to all business relationships between PROLINQ GmbH, Rudolfplatz 3, 50674 Cologne, Germany (hereinafter "PROLINQ") and its customers.

(2) PROLINQ's offering is aimed exclusively at entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law.

(3) Consumers within the meaning of § 13 BGB are excluded from using the services offered.

(4) Differing, conflicting or supplementary terms and conditions of the customer do not become part of the contract unless PROLINQ expressly agrees to their validity in writing.

(5) Individual agreements between PROLINQ and the customer take precedence over these terms and conditions.

§ 2 Conclusion of contract

(1) The products and services presented on the website, in catalogues, presentations or other promotional materials do not constitute a binding offer, but a non-binding invitation to submit an enquiry.

(2) The customer submits their enquiry via the enquiry form, by email or by another means of communication.

(3) Based on the enquiry, PROLINQ prepares an individual quote.

(4) The contract is only concluded when the customer accepts the quote in writing or in text form (in particular by email) and PROLINQ confirms the order or begins performance.

(5) PROLINQ is entitled to reject enquiries or orders without giving reasons.

§ 3 Prices and payment terms

(1) All prices are net, plus the applicable statutory VAT.

(2) Shipping, packaging, customs, import, export or other incidental costs are shown separately where they apply.

(3) Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.

(4) PROLINQ reserves the right to carry out a credit check before accepting an order.

(5) For initial orders, custom-made items, projects with a higher goods value or in the event of justified doubts about the customer's creditworthiness, PROLINQ is entitled to demand advance payment, partial advance payment or full payment in advance.

(6) In the event of late payment, the statutory provisions apply. PROLINQ is entitled to charge default interest of nine percentage points above the respective base rate pursuant to § 288 (2) BGB.

(7) Set-off or the assertion of rights of retention is only permitted with undisputed or legally established claims.

§ 4 Credit check

(1) PROLINQ is entitled to carry out a credit check for orders on account.

(2) For this purpose, the necessary company data may be transmitted to credit agencies or comparable service providers.

(3) If the credit check produces a negative result or there are justified doubts about the customer's solvency, PROLINQ may reject the requested payment method or demand payment in advance.

§ 5 Delivery and delivery times

(1) Delivery periods are only binding if they have been expressly confirmed in writing.

(2) Delivery periods only begin after all technical and commercial questions have been fully clarified, all print data, approvals and permits are available, and any agreed down payments have been received.

(3) The standard delivery time for stock items is usually two to four weeks after order confirmation. Longer delivery times may apply to individually finished products.

(4) Partial deliveries are permitted insofar as they are reasonable for the customer.

(5) Deliveries are made ex works or ex warehouse. Risk passes to the customer upon handover to the transport company.

(6) If delivery is delayed for reasons for which the customer is responsible, risk passes to the customer as soon as readiness for dispatch is announced.

§ 6 Force majeure and supply by our own suppliers

(1) Events of force majeure, in particular natural disasters, pandemics, strikes, energy shortages, transport disruptions, official measures or comparable unforeseeable events, extend agreed delivery periods appropriately.

(2) PROLINQ is not liable for delays attributable to events outside its own sphere of influence.

(3) PROLINQ is entitled to withdraw from the contract if, despite concluding a corresponding hedging transaction, PROLINQ is not supplied, not correctly supplied or not supplied on time by its own suppliers for reasons for which PROLINQ is not responsible.

(4) The customer is informed of such circumstances without delay.

§ 7 Samples, product images and colour deviations

(1) Product images, renderings, visualisations, digital mock-ups, presentations and samples serve illustration purposes only.

(2) Minor deviations in colour, material, weight, size, workmanship, positioning of print motifs or other product characteristics do not constitute a defect.

(3) Production-related colour deviations between screen displays, digital proofs, approval samples and end products are considered customary in the industry and do not give rise to warranty claims.

(4) Technically related differences between production batches are reserved.

§ 8 Branding, print data and approvals

(1) The customer provides all data, logos, graphics, texts and other content required for production in good time.

(2) The customer warrants that they hold all the necessary rights of use.

(3) The customer indemnifies PROLINQ against all third-party claims arising from the use of the content provided.

(4) Before production begins, the customer receives an approval template, a digital proof or a comparable approval document.

(5) By granting approval, the customer assumes responsibility for the correctness of content, design and technical aspects.

(6) After approval has been granted, complaints regarding spelling errors, layout errors, positioning or approved content are excluded.

§ 9 Cancellations

(1) The cancellation of orders requires the express consent of PROLINQ.

(2) After production has been approved, goods have been ordered from suppliers, or finishing, printing, embroidery or other production work has begun, cancellation is generally excluded.

(3) In the event of an exceptionally accepted cancellation, the customer bears all costs incurred up to that point, in particular procurement, production, storage, administration and processing costs.

(4) Further statutory or contractual claims of PROLINQ remain unaffected.

§ 10 Over- or under-deliveries

(1) For individually produced, finished or custom-made products, over- or under-deliveries customary in the industry of up to ten percent (±10%) are permitted.

(2) The quantity actually delivered is invoiced.

(3) The customer acknowledges that production-related quantity deviations cannot be completely avoided technically.

§ 11 Retention of title

(1) The delivered goods remain the property of PROLINQ until all claims arising from the business relationship have been paid in full.

(2) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business.

(3) The customer hereby assigns to PROLINQ the claims arising from a resale in the amount of the invoice value. PROLINQ accepts this assignment.

(4) Pledging or transfer by way of security of the goods subject to retention of title is not permitted.

(5) In the event of conduct by the customer in breach of contract, in particular late payment, PROLINQ is entitled to demand the return of the goods.

§ 12 Duty to inspect and give notice of defects

(1) The customer must carefully inspect the goods immediately upon receipt.

(2) Obvious defects must be reported in writing or in text form no later than seven working days after receipt of the goods.

(3) Hidden defects must be reported immediately after their discovery.

(4) For merchants, § 377 HGB applies in addition.

(5) If no timely notice is given, the goods are deemed approved.

§ 13 Warranty

(1) The warranty period is twelve months from delivery of the goods.

(2) In the case of justified notices of defects, PROLINQ provides supplementary performance, at its own discretion, through repair or replacement delivery.

(3) If supplementary performance fails or is unreasonable, the customer may reduce the purchase price or withdraw from the contract in accordance with the statutory provisions.

(4) Customary, technically or production-related deviations in colour, material, size, weight, positioning or workmanship do not constitute a defect.

(5) The statutory provisions on supplier recourse remain unaffected.

§ 14 Liability

(1) PROLINQ is liable without limitation for intent and gross negligence.

(2) PROLINQ is also liable without limitation for damage resulting from injury to life, body or health.

(3) Liability under the Product Liability Act and on the basis of expressly assumed guarantees remains unaffected.

(4) In the event of slightly negligent breach of essential contractual obligations, PROLINQ is liable only for the typical, foreseeable damage.

(5) Essential contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely.

(6) Otherwise, liability is excluded.

(7) The above limitations of liability also apply in favour of the bodies, legal representatives, employees and vicarious agents of PROLINQ.

§ 15 Default of acceptance and storage costs

(1) If the customer does not accept the goods at the agreed time or delivery is delayed for reasons for which the customer is responsible, the customer is in default of acceptance.

(2) After fourteen calendar days from notification of readiness for dispatch, PROLINQ is entitled to charge reasonable storage and administration costs.

(3) Further statutory claims remain unaffected.

§ 16 Use of the customer portal

(1) Insofar as PROLINQ provides a customer portal or protected online areas, the customer receives a non-transferable right of use.

(2) Access credentials must be treated confidentially and protected against access by third parties.

(3) The customer is liable for all activities carried out via their user account, insofar as they are responsible for them.

(4) PROLINQ is entitled to block access temporarily or permanently in the event of misuse, security risks or violations of these terms and conditions.

(5) There is no entitlement to permanent availability of the portal.

§ 17 Data protection and confidentiality

(1) The processing of personal data takes place exclusively in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR).

(2) Details can be found in PROLINQ's current privacy policy.

(3) Both contracting parties undertake to treat confidential information of the other party confidentially and to use it exclusively for carrying out the business relationship.

(4) This obligation also applies beyond the end of the business relationship.

§ 18 Use as reference

(1) PROLINQ is only entitled to use the company name, company logo or project information as a reference for marketing and sales purposes with the customer's prior express written consent.

(2) Consent can be revoked at any time with effect for the future.

§ 19 Export control and compliance

(1) The customer undertakes to comply with all applicable export control, sanctions and embargo regulations.

(2) The delivered products may not be exported, resold or used in violation of applicable law.

(3) The customer indemnifies PROLINQ against claims resulting from a culpable breach of these obligations.

§ 20 Electronic communication

(1) The parties agree that contract-relevant declarations, quotes, order confirmations, approvals and other notifications may also be made by email.

(2) Electronically transmitted declarations are deemed received as soon as they can be retrieved in the recipient's electronic mailbox.

§ 21 Applicable law and place of jurisdiction

(1) The law of the Federal Republic of Germany applies exclusively.

(2) The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

(3) The place of performance for all services arising from the business relationship is Cologne.

(4) The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is Cologne, insofar as legally permissible.

§ 22 Final provisions

(1) Should individual provisions of these terms and conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions remains unaffected.

(2) The statutory provision replaces the invalid provision.

(3) Amendments and additions to these terms and conditions require text form, insofar as legally permissible.

(4) These terms and conditions apply in the version valid at the time the contract is concluded.

Company details

PROLINQ GmbH
Rudolfplatz 3
50674 Cologne
Germany

Commercial register: HRB 123503, Cologne Local Court (Amtsgericht Köln)
VAT identification number: DE456278574

E-Mail: hello@prolinq.de
Telefon: +49 (0) 221 669 500 31