SPRANZ business account
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This English version is a non-binding convenience translation. Only the German version is legally binding. View the German version
Spranz GmbH – B2B / promotional products trade and resellers
Spranz GmbH
Ernst-Sachs-Straße 2
56070 Koblenz
Germany
Registry court: Amtsgericht Koblenz · HRB 4160
VAT ID: DE148717868
Represented by the managing directors Reinhardt Spranz and Thomas Lorne Spranz
Version: 25 September 2026
These General Terms and Conditions ("B2B Terms") apply to all contracts between Spranz GmbH and its customers for the supply of goods, the manufacture of customer-specific products, the branding of goods and related services. They apply in particular to orders placed via the reseller area, by e-mail, by telephone or on the basis of an individual quotation.
The B2B Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law that purchase goods in the course of their commercial or independent professional activity, in particular as promotional products distributors, resellers or other commercial sales partners. Contracts with consumers within the meaning of Section 13 BGB are not concluded on the basis of these B2B Terms.
Contracts with consumers concluded via the online sales channels intended for this purpose, metmaxx.de and blackmaxx.de, are governed exclusively by the shop terms and consumer information effectively incorporated there.
Deviating terms and conditions of the customer only apply if Spranz has expressly agreed to their validity. Carrying out an order without reservation does not constitute consent. Individual agreements take precedence; for reasons of proof they should be documented in text form. These B2B Terms also apply to future contracts, provided they are effectively incorporated when the respective contract is concluded.
A business account activated by Spranz may be required to use a protected reseller area and to display customer-specific prices. The customer must provide complete and accurate information and notify any changes without delay.
Access data must be protected against unauthorised use. The customer may only make its account accessible to employees or agents who are authorised to place orders. If there are specific indications of misuse, incorrect registration details, payment problems or breaches of these B2B Terms, Spranz may temporarily block the account.
Product presentations, prices, catalogues and other information are generally non-binding and constitute an invitation to place an order. By placing an order, the customer submits a binding offer. An automated confirmation of receipt does not constitute acceptance.
The contract is concluded upon receipt of the order confirmation. If no order confirmation is issued within one working day, the order remains binding for a further three working days. In the case of prepayment, the contract is concluded at the latest when the request for payment is sent. For orders placed by telephone or e-mail, the performance details stated in the order confirmation are authoritative.
Quotations from Spranz are binding within the period stated therein; if no period is stated, for ten working days from the date of the quotation. Spranz may reject orders before acceptance, in particular due to lack of availability of goods, missing approvals, a justified negative credit decision or conflicting statutory provisions. The language of the contract is German; in the case of translations, the German version is authoritative. Working days are Monday to Friday, excluding public holidays at the registered office of Spranz.
The agreed quality is determined by the order confirmation, the product description, the technical specifications and, for customised products, the design, print view or production view approved by the customer.
When an online designer is used, the design submitted with the order becomes the binding print and production specification upon acceptance of the order. Before submitting, the customer checks in particular the product, variant, quantity, texts, spellings, numbers, contact details, logos, images, colours, sizes, spacing and positioning. Unless expressly agreed otherwise, Spranz generally only checks technical feasibility, not correctness of content, legal compliance or design quality.
On-screen representations are neither colour-binding nor true-to-scale proofs. Expressly stated numerical dimensions remain authoritative. Adjustments that are purely technically necessary are permitted provided the visible appearance is not significantly changed; otherwise a new coordination or approval will be obtained.
Illustrations, catalogue images, samples and information on weight, dimensions, colour and material serve as a description and do not constitute a guarantee unless such a guarantee is expressly given in text form. Product or background images created or edited by AI are for illustration purposes only. Decorations and accessories are only included in the scope of delivery if expressly stated.
Deviations in colour, surface or material structure, weight, dimensions or design that are customary in the trade, batch-related or technically unavoidable – in particular for metal, plastic, wood, bamboo, ceramics, textiles, recycled and natural materials – do not constitute a defect, provided that function and the agreed use are not significantly impaired and the deviation is reasonable. Technically necessary changes after conclusion of the contract are permitted under the same conditions.
The customer provides all necessary information, files, approvals and acts of cooperation in good time and in full. Print data that cannot be used may be rejected or, after prior notice, processed for a fee.
The customer warrants that it holds the necessary rights to the logos, trademarks, images, fonts, texts, designs and other content it transmits. It indemnifies Spranz against justified claims of third parties insofar as these are based on an infringement for which the customer is responsible; Spranz informs the customer of such claims and, as far as reasonable, enables it to participate in the legal defence.
Before production starts, the customer generally receives a print layout, production view or comparable proof. An additional approval is not required for expressly unchanged repeat orders, for an already approved layout expressly designated by the customer as a binding production specification, or in the case of binding approval via the online designer. If the technical implementation requires a significant visible change, production only takes place after renewed coordination.
By giving an express approval, the customer confirms the details recognisable in the approved production view, in particular text, spelling, motif, positioning, size, orientation, print area and the colour assignment shown there. Spranz is not liable for errors that were clearly recognisable on a reasonable examination of the approved production view and are based on the customer's specifications. This does not apply to errors for which Spranz itself is responsible in the technical implementation, production or choice of materials, to errors that were not or not sufficiently recognisable, or in cases of intent, gross negligence or breach of material contractual obligations.
Delivery periods for customised products only begin once all technical and commercial questions have been fully clarified, agreed advance payments have been received and all necessary approvals have been given. For customer-specific printing, branding or custom-made products, production-related over- or under-deliveries of up to 5% of the quantity ordered are permitted. For order quantities of up to and including 100 pieces, a deviation of up to 5 pieces is permitted. This requires the deviation to be technically unavoidable, customary in the industry and reasonable for the customer. The quantity actually delivered is invoiced. This provision does not apply to expressly agreed fixed quantities, deliveries for promotions or events, sets, or deviations that significantly impair the agreed use.
In printing and branding processes, deviations in colour caused by the material, the process or the batch are possible. Pantone colours can only be approximated in digital printing processes unless a colour-binding execution has been expressly agreed.
Changes or cancellations after conclusion of the contract require the consent of Spranz. If Spranz agrees to a cancellation of the contract, Spranz may claim the expenses incurred up to that point and the damage resulting from the cancellation, including loss of profit. As long as no customer-specific procurement, customisation or production has begun, Spranz may charge a lump sum of 15% of the net order value as compensation. The customer is entitled to prove that no damage or significantly less damage has occurred; Spranz is entitled to prove higher damage. The lump sum does not apply to goods that have already been procured, imported, customised or produced specifically for the customer, or that cannot otherwise be readily used; in that case the specifically proven damage is decisive, including unavoidable procurement, production, transport and other expenses as well as loss of profit.
Designs, drawings, production documents and technical solutions created by Spranz remain the property of Spranz and are protected, unless otherwise agreed. Physical pad printing clichés may be destroyed after completion of the order as soon as they are no longer needed for rework or subsequent performance. Embossing dies that have been invoiced become the property of the customer after payment in full and are returned after completion of the order against the agreed shipping costs.
Digital production and print data are only stored for as long as this is necessary for performing the order, documentation, repeat orders, legal defence or statutory retention. No specific or permanent availability for repeat orders is promised. Personal data components are deleted or anonymised once the purpose has ceased to apply and the relevant retention periods have expired; statutory retention obligations remain unaffected.
Spranz may show physical customer-specific samples that have already been used publicly or are intended for the public in its own showrooms and at trade fairs for demonstration purposes, provided that no confidential information, unpublished campaigns, products recognisably requiring confidentiality or conflicting rights are affected. When placing the order, the customer may state in text form that the goods are subject to confidentiality or an embargo period; Spranz will take such a notice into account.
Customer-specific products, logos or trademarks are only published or used for advertising on websites, in catalogues, on social media, in press releases or other advertising material of Spranz with the prior consent of the customer or of the party entitled to grant it. Consent may be given in text form.
All prices are in euros, net, plus statutory VAT. Packaging, shipping, freight forwarding, express, distribution shipping, customs, export documentation and agreed additional costs are charged separately unless otherwise agreed. For deliveries outside the EU customs territory, the customer bears the import duties, customs duties, import VAT and fees incurred in the country of destination, unless Spranz has expressly agreed to bear them.
If, after conclusion of the contract, the costs for customs duties, statutory levies, sea freight, air freight, energy or raw materials directly attributable to the specific order demonstrably increase or decrease by more than 5% due to an event that was not foreseeable when the contract was concluded and through no fault of Spranz, Spranz is entitled and obliged to adjust the price by the amount of the actual change in costs. A price adjustment is only permitted insofar as there is a direct connection between the change in costs and the specific order. Cost reductions are to be taken into account on the same basis. The adjustment may neither increase the originally calculated profit margin nor shift general company or overhead costs.
If a price increase exceeds 10% of the net order value, the customer may withdraw from the contract with regard to the part of the order that has not yet been performed and has not yet been procured, customised or produced specifically for the customer, within seven calendar days of receipt of the notice of adjustment, unless Spranz performs at the originally agreed conditions within this period. Mandatory statutory rights remain unaffected.
Unless otherwise agreed: approved invoice customers receive a 2% cash discount on the amount shown as eligible for discount if payment is received within eight calendar days; otherwise the invoice amount is due within 30 calendar days of the invoice date. A payment is deemed to have been made when the full amount has been credited.
New customers are generally supplied against prepayment; for prepayment, a 3% cash discount is granted on the amount shown as eligible for discount. Production and processing generally only begin once payment has been received in full and the necessary approvals are available. A switch to payment on invoice may be requested after at least three fully performed and paid orders of at least 300 euros net each within the preceding twelve months; there is no entitlement to this, and a credit check remains reserved.
Spranz may again require prepayment for future orders if the requirements are no longer met or if there are justified concerns about creditworthiness. Orders already confirmed remain unaffected. SEPA direct debit and other payment methods require an individual agreement. Costs for returned direct debits are only reimbursed in the amount actually incurred and reasonable.
A cash discount requires that all invoices already due have been paid in full. Invoices may be transmitted electronically in a legally permissible or prescribed format. In the event of default of payment, the statutory default interest and the statutory flat-rate default charge for transactions between businesses apply. A voluntary reminder procedure does not create any entitlement to reminders and does not postpone statutory default.
Delivery dates and delivery periods are only binding if Spranz expressly designates them as "binding" in the order confirmation. Otherwise they are non-binding planned dates. For customised products, an agreed delivery period only begins once all technical and commercial questions have been fully clarified, an agreed advance payment has been received and a complete production approval documented in text form has been given. Spranz may only deviate from a binding date insofar as the delay is based on circumstances for which Spranz is not responsible; the customer's statutory rights remain unaffected.
Reasonable partial deliveries are permitted if they can be used independently, delivery of the remainder is ensured and the customer does not suffer any unreasonable disadvantages. Additional shipping costs for a partial delivery initiated by Spranz are borne by Spranz unless otherwise agreed.
Spranz is entitled to withdraw from the contract if Spranz has concluded a congruent covering transaction in good time that is sufficient in type and quantity, but is not supplied, not supplied correctly or not supplied in time by its supplier through no fault of its own, and the performance is therefore permanently unavailable. Spranz informs the customer of the unavailability without delay and refunds any consideration already received without delay.
Events beyond the reasonable control of Spranz, in particular natural events, war, embargoes, export or import restrictions, official measures or production shutdowns, lawful industrial action, epidemics, pandemics, significant shortages of energy, raw materials, shipping space or containers, blockades of ports or transport routes, cyber attacks and significant failures of essential IT, cloud, telecommunications or transport infrastructure, extend the performance periods appropriately, insofar as Spranz is not responsible for the event. Statutory rights in the event of permanent impossibility or unreasonableness remain unaffected.
If the goods are shipped to a place other than the place of performance at the customer's request, the risk of accidental loss and accidental deterioration passes to the customer upon handover to the freight forwarder, carrier or other transport service provider. This also applies to drop shipping, partial deliveries and carriage-paid deliveries, unless otherwise agreed. The responsibility of Spranz for proper packaging and for damage for which Spranz is responsible remains unaffected.
At the customer's request, Spranz will – as far as possible – take out special transport insurance at the customer's expense. In the event of default of acceptance, the risk passes when the default occurs; Spranz may store the goods appropriately at the customer's expense.
As these B2B Terms exclusively govern transactions between businesses, there is no statutory consumer right of withdrawal. Statutory rights in the case of defective goods or goods delivered incorrectly remain unaffected.
Goods free of defects are only taken back voluntarily and with the prior express consent of Spranz. Customised, printed, engraved, assembled or otherwise customer-specific products as well as sample deliveries are generally excluded from voluntary returns.
In the case of an approved voluntary return, the customer bears the costs and the transport risk. Spranz may charge a reasonable flat-rate handling and restocking fee of 10% of the net value of the goods, but no more than 50 euros. The customer is permitted to prove that no or significantly lower expenses were incurred. Spranz reserves the right to prove higher actual expenses. Justified returns due to defects are made at the expense of Spranz in accordance with the law.
Spranz retains title to the goods delivered until all present and future claims arising from the respective contract and the ongoing business relationship have been paid in full ("secured claims").
The customer treats goods subject to retention of title with care, insures them insofar as appropriate for their type and value, and may neither pledge them nor transfer them by way of security. The customer must notify Spranz without delay of any access by third parties and of any applications for insolvency proceedings.
The customer may resell goods subject to retention of title in the ordinary course of business and hereby assigns to Spranz the claims arising from the resale up to the amount of the respective final invoice amount including VAT; Spranz accepts the assignment. Processing, combination and mixing are carried out for Spranz as manufacturer without any obligation; Spranz acquires co-ownership in the ratio of the invoice value of the goods subject to retention of title to the value of the other items. The customer holds the co-ownership shares of Spranz in safe custody for Spranz free of charge. The corresponding portions of claims are assigned by way of security.
The customer remains entitled to collect the assigned claims until revoked. In the event of default of payment, suspension of payments or an application for insolvency proceedings that is not obviously unfounded, Spranz may revoke the authorisation to collect as well as the authorisation to resell and process, insofar as mandatory insolvency law does not prevent this. The customer must then hand over the necessary information and documents.
If the realisable value of the securities exceeds the secured claims by more than 10%, Spranz will release securities of its choice on request. Withdrawal and demands for return are governed by the statutory requirements. In the case of deliveries abroad, the customer cooperates, insofar as legally permissible and reasonable, in establishing and maintaining a security that is as equivalent as possible in legal and economic terms.
Insofar as the contract is a commercial transaction for both parties, Section 377 of the German Commercial Code (HGB) and the following specifications apply. The customer inspects the goods without delay after delivery and notifies recognisable defects without delay. For goods whose inspection requires a technical test, random sampling or a quality inspection customary in the industry, the appropriateness of inspection and notification depends on the type, scope and complexity of the delivery. For obvious defects, incorrect deliveries and recognisable deviations in quantity, a notification received within five working days of delivery is generally deemed timely. Hidden defects must be notified without delay after their discovery. Otherwise, Section 377 HGB remains unaffected.
The notification of defects should be made in text form and contain the order or invoice number, item number, quantity affected, a description of the defect and photos that are as informative as possible. Visible transport damage should be documented on delivery whenever possible; failure to document it does not exclude statutory rights in the event of defects.
In the case of a justified defect, Spranz is entitled at its own discretion to remedy the defect or to make a replacement delivery, insofar as legally permissible and reasonable. The customer makes the goods complained about available for inspection and subsequent performance. If subsequent performance fails, is refused or is unreasonable, the statutory rights apply. As a rule, subsequent performance is deemed to have failed after the second unsuccessful attempt, unless the circumstances indicate otherwise.
Claims of the customer due to material defects and defects of title become time-barred twelve months after delivery of the goods. This does not apply to fraudulently concealed defects, expressly assumed guarantees, intent or gross negligence, injury to life, body or health, mandatory product liability, the cases of Section 438 (1) Nos. 1 and 2 BGB and mandatory statutory recourse claims within the supply chain. Manufacturer's guarantees or additional guarantees only exist if they have been expressly designated as such and their conditions have been communicated.
Spranz is liable without limitation for intent and gross negligence, for damage resulting from culpable injury to life, body or health, for fraudulent concealment of a defect, under an expressly assumed guarantee, under the German Product Liability Act and in other cases of mandatory statutory liability.
In the event of a slightly negligent breach of a material contractual obligation, Spranz is liable for compensation of the damage that was foreseeable at the time the contract was concluded and that typically occurs. Liability per case of damage is – subject to the cases mentioned in paragraph 1 – limited to 200% of the net order value of the individual order from which the damage results. In the event of a slightly negligent breach of non-material contractual obligations, liability is excluded.
The limitations of liability apply accordingly in favour of legal representatives, employees, agents and vicarious agents. In the event of loss of electronic data, liability – insofar as a limitation is permissible – is limited to the typical cost of recovery that would have been incurred with proper and regular data backup. Contributory negligence on the part of the customer is taken into account in accordance with the statutory provisions.
The customer observes and, when passing on the goods, forwards all product, safety, warning, operating and disposal information supplied. Legally required markings, manufacturer/importer details, safety information, warnings, symbols, QR codes and serial or batch markings may not be removed, covered or altered in an impermissible manner.
The customer informs Spranz without delay of any safety-related incidents, accidents, enquiries from authorities or justified complaints that come to its attention. In the event of recalls and other safety measures, the parties cooperate to the extent required by law. Mandatory manufacturer obligations of Spranz remain unaffected.
If the customer significantly modifies a product or places it on the market under its own brand, it bears the obligations that pass to it as a result under applicable law. If it places products on the market in another country, it is responsible for any manufacturer, packaging, battery and electrical equipment registrations required there, unless Spranz has expressly assumed them. Statutory information, take-back and disposal obligations remain unaffected.
The customer complies with applicable export control, customs, sanctions and foreign trade regulations. Spranz may refuse or suspend performance insofar as this is necessary to comply with statutory prohibitions or official orders. The customer is responsible for import, resale, labelling and use in the country of destination, unless Spranz has expressly assumed obligations.
Under these B2B Terms, alcoholic products are sold exclusively to commercial customers. In the case of direct shipping, the ordering customer remains the contractual partner. It provides complete commercial recipient data and ensures that the delivery can be accepted by an authorised recipient of legal age. Direct shipping to consumers or private residential addresses only takes place by express agreement and in compliance with any necessary age verification procedure.
The customer may only set off counterclaims that are undisputed, acknowledged by Spranz or established by a final court decision; this does not apply to counterclaims closely connected with the claim of Spranz. A right of retention may only be exercised on the basis of claims arising from the same contractual relationship.
The assignment of non-monetary claims against Spranz requires prior consent, which will not be unreasonably withheld if there is a legitimate interest. Section 354a HGB and other mandatory law remain unaffected.
Spranz processes personal data in accordance with the applicable data protection provisions and the privacy policy. If the customer transmits recipient data for direct or distribution shipping, it is responsible for the lawfulness of the transmission and for the necessary data protection information.
Spranz processes recipient data for performing the contract, handling queries, fulfilling legal obligations and asserting or defending legal claims. Each party is itself responsible for data processing it determines independently. If, in the specific process, processing on behalf of a controller takes place, the parties conclude an agreement pursuant to Art. 28 GDPR before it begins. Only necessary data may be transmitted.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for deliveries and payments is Koblenz, unless expressly agreed otherwise.
If the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the place of jurisdiction is Koblenz, insofar as legally permissible. Spranz remains entitled to sue the customer at any other legally permissible place of jurisdiction.
Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected; invalid provisions are replaced by the statutory provisions. Amendments to these B2B Terms only apply to future contracts, unless otherwise agreed individually.
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