GENERAL TERMS AND CONDITIONS

§ 1 Scope of application
(1) These General Terms and Conditions of Delivery (GTC) apply to all our business relationships with our customers. The GTC shall only apply if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 651 BGB). Unless otherwise agreed, the GTC in the version valid at the time of the customer’s order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the customer without reservation in the knowledge of the customer’s General Terms and Conditions.
(4) Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
(5) Legally relevant declarations and notifications to be made to us by the customer after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be effective.
(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Conclusion of contract
(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – to which we reserve ownership rights and copyrights.
(2) The order of the goods by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 2 working days of its receipt by us.
(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer.

§ 3 Delivery period and delay in delivery
(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be approx. 2 weeks from conclusion of the contract. If a delivery period measured in terms of time has been agreed (days/weeks), this shall commence on the day on which the order confirmation is sent; it shall end on the day on which the goods leave the delivery plant or are stored due to impossibility of shipment. For the duration of the inspection of proofs, production samples, printing plates, etc. The delivery period shall be interrupted by the customer from the date of dispatch to the customer until the date of receipt of the customer’s statement by us. If, after the order confirmation, the customer requests changes to the order which affect the production time, a new delivery period shall commence only upon confirmation of the changes by us.
(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the customer. A case of non-availability of the service in this sense shall be deemed to be in particular the failure of our supplier to deliver to us in good time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.
(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required. If we are in default of delivery, the customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the customer has suffered no damage at all or only significantly less damage than the above lump sum.
(4) The rights of the customer pursuant to § 8 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, default of acceptance
(1) Delivery shall be ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the customer’s request and expense, the goods will be shipped to another destination (sales shipment). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to any agreed acceptance. If the customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.
(3) If the customer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). We are entitled to either store the delivery ourselves for the account and risk of the customer or to store it with a forwarding agent.

§ 5 Prices and terms of payment
(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax.
(2) In the case of sale by dispatch (§ 4 para. 1), the customer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer.
(3) The purchase price shall be due and payable within 30 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation. A discount of up to 2% shall be granted for payment within 10 days of the invoice date; this shall also apply to payments on partial or interim invoices. Amounts for individual orders up to 250,- Euro are payable on delivery.
(4) Upon expiry of the above payment deadline, the customer shall be in default. The purchase price shall be payable during the period of default at the applicable statutory rate.

interest at the default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.
(5) The customer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s counter-rights shall remain unaffected, in particular pursuant to § 7 para. 6 sentence 2 of these GTC.
(6) If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the customer’s inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

§ 6 Retention of title
(1) We reserve title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
(2) The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).
(3) If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include the declaration of withdrawal; we are rather entitled to merely demand the return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
(4) Until revoked in accordance with (c) below, the Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 shall also apply in consideration of the assigned claims.
(c) The Buyer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the Buyer’s authorization to further sell and process the goods subject to retention of title.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer’s request.§ 7 Buyer’s claims for defects
(1) The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise stipulated below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) shall remain unaffected. In general, the full prescribed quantity shall be delivered. The customer must accept an excess or shortfall of up to 10% of the ordered print run.
(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. All product descriptions that are the subject of the individual contract shall be deemed to be an agreement on the quality of the goods; it makes no difference whether the product description originates from the customer, the manufacturer or from us. If the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 (1) sentences 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
(3) Deviations in the quality of the paper, cardboard and other materials procured by the supplier cannot be objected to insofar as they are declared permissible in the delivery conditions of the paper and cardboard industry or the otherwise responsible supply industry, which are made available to the customer on request, or insofar as they are due to differences between the proof and the print run caused by the printing technology.
We shall only be liable for lightfastness, variability and deviations in colors and bronzes as well as for the quality of rubber coating, varnishing, impregnation, etc. to the extent that defects were recognizable prior to their use. We shall only be liable to the extent that defects in the materials were recognizable prior to their use upon proper inspection.
(4) Material provided by the customer, regardless of the type, shall be delivered to us by the customer free of charge. Receipt shall be confirmed without any guarantee for the correctness of the quantity and quality designated as delivered. In the case of larger items, the costs associated with counting or checking the weight as well as the storage charges shall be reimbursed.
(5) The customer’s claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If a defect is discovered during the inspection or later, we must be notified immediately in writing. The notification shall be deemed immediate if it is made within one week, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the customer must notify
of obvious defects (including incorrect and short deliveries) in writing within one week of delivery, whereby the timely dispatch of the notification is also sufficient to meet the deadline. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the unreported defect is excluded. Hidden defects can only be claimed up to three months after delivery at the latest.
(6) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(7) We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.
(8) The customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions.
(9) The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs

(not: removal and installation costs) shall be borne by us if a defect actually exists. Otherwise, we may demand compensation from the customer for the costs arising from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer.
(10) Wenn die Nacherfüllung fehlgeschlagen ist oder eine für die Nacherfüllung vom Kunden zu setzende angemessene Frist erfolglos abgelaufen oder nach den gesetzlichen Vorschriften entbehrlich ist, kann der Kunde vom Kaufvertrag zurücktreten oder den Kaufpreis mindern. Bei einem unerheblichen Mangel besteht jedoch kein Rücktrittsrecht.
(11) Ansprüche des Kunden auf Schadensersatz bzw. Ersatz vergeblicher Aufwendungen bestehen auch bei Mängeln nur nach Maßgabe von § 8 und sind im Übrigen ausgeschlossen.

§ 8 Other liability
(1) Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
(2) We shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs) only
a) for damages resulting from injury to life, body or health, b) for damages resulting from the not insignificant breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.
(3) The limitations of liability resulting from paragraph 2 shall also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act.
(4) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 651, 649 BGB) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

§ Section 9 Limitation period
(1) Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
(2) However, if the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory regulation (§ 438 para. 1 no. 2 BGB). Other special statutory provisions on the limitation period (in particular § 438 Para. 1 No. 1, Para. 3, §§ 444, 479 BGB) remain unaffected.
(3) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the customer which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the buyer pursuant to § 8 para. 2 sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Packaging
Packaging made of paper or cardboard will be charged at cost price and will not be taken back. Crates and bale boards will be credited at 2/3 of the invoiced price if they are returned in good condition free supplier’s works within four weeks.

§ 11 Sketches, drafts, proofs and samples
Sketches, drafts, proofs and samples shall be invoiced even if the order is not placed.

§ 12 Copyright
The customer is solely responsible for checking the right to reproduce all artwork. The copyright and the right of reproduction in any process for any purpose of our own sketches, drafts, originals, films and the like shall remain with us, subject to any express provision to the contrary. Reprinting – even of those deliveries that are not the subject of copyright or other industrial property rights – is not permitted without our permission. Lithographs, printing plates, copying processes, punches and the like shall remain our property, even if they are invoiced separately. We are not obliged to supply the customer with printing and preliminary artwork.

§ 13 Insurance
If the manuscripts, originals, printing blocks, papers, stored printed matter or other items provided to us are to be insured against theft, fire, water or any other risk, the customer must arrange the insurance himself.

§ 14 Typographical errors
Typographical errors will be corrected and charged at cost. In addition, any changes that we are not responsible for due to illegibility of the manuscript or that are necessary in deviation from the artwork, in particular corrections made by the customer or author, will be charged according to the time spent on them.

§ 15 Proofs
Proofs and press proofs must be checked by the customer and returned to us ready for printing. We shall not be liable for errors overlooked by the customer. Changes made by telephone require written confirmation. If changes are made after printing approval, all expenses, including the costs of machine downtime, shall be borne by the customer. In the case of color reproductions in all printing processes, minor deviations from the original shall not be considered a justified reason for a complaint. The same applies to the comparison between any proofs and the print run.

§ 16 Periodic work
Unless periodic work is based on special contractual agreements, the following shall apply as customary in the trade: Regularly recurring printing work for which no notice period and no specific end date has been agreed can only be terminated by giving three months’ notice to the end of a month. If the average monthly invoice amount exceeds € 200.00, the notice period shall be increased to three months to the end of a calendar quarter.

§ 17 Stocking and storage of raw materials, semi-finished and finished products
The stocking and storage of raw materials, semi-finished and finished products such as printing and color templates and proofs shall only be carried out by prior agreement and shall be remunerated separately.

§ 18 Company text and company identification number
We reserve the right to affix our company text, our company logo or our company identification number to deliveries of all kinds in accordance with the relevant practices or regulations and the space available.

§ 19 Verbal agreements
Verbal agreements must be confirmed in writing in order to be binding.

§ 20 Place of performance and jurisdiction
The place of performance for all contractual claims is Bad Oeynhausen. Status 09/2016