GENERAL TERMS AND CONDITIONS

I. Scope of application
These General Terms and Conditions of Business, Payment and Delivery (GTC) apply to all business relationships with entrepreneurs (Section 14 of the German Civil Code (BGB)), legal entities under public law or special funds under public law. Corresponding orders shall be executed exclusively on the basis of the following terms and conditions; other terms and conditions shall not become part of the contract, even if we do not expressly object to them. Individual contractual agreements shall take precedence over these GTC.

II Prices, conclusion of contract

1. the prices stated in the Contractor’s offer shall apply subject to the proviso that the order data on which the offer is based remain unchanged, but no longer than four weeks after receipt of the offer by the Client. The Contractor’s prices do not include VAT. The Contractor’s prices are ex works. They do not include packaging, freight, postage, insurance and other shipping costs.
2. Subsequent changes to the contractual service at the instigation of the Client, including the resulting machine downtime, shall be charged to the Client. Subsequent changes shall also include repetitions of test proofs requested by the customer due to minor, but not objectionable deviations from the original.
3. If sketches, drafts, test typesetting, test prints, proofs, changes to supplied/transferred data and similar preparatory work which are not the subject of the order are arranged by the customer, these shall be charged separately.
4. In the case of orders with delivery to third parties, the customer shall be deemed to be the customer, unless otherwise expressly agreed.

III. payment
1. Payment shall be made without any deduction. Any discount agreement does not apply to freight, postage, insurance or other shipping costs. The due date shall be governed by the statutory provisions.
2. The client may only offset or exercise a right of retention with a claim that is undisputed, ready for decision or legally established. This shall not apply to any claims of the Client for completion or defect rectification costs.
3. If it becomes apparent after conclusion of the contract that the fulfillment of the payment claim is jeopardized by the Client’s inability to pay, the Contractor may refuse performance. The right to refuse performance shall not apply if the consideration has been paid or security has been provided for it. § Section 321 II BGB remains unaffected.
The Contractor may also refuse performance if it has a claim due against the Client from the same legal relationship until the performance due to it is effected. § Section 273 III BGB remains unaffected.
4. If the Client does not pay the price including the costs in accordance with Section II (“Prices, conclusion of contract”) within 14 days of delivery of the goods, it shall be in default even without a reminder. In the event of default in payment, default interest of 9 percentage points above the base interest rate shall be payable. This shall not exclude the assertion of further claims. In the event of late payment, the Contractor shall also be entitled to payment of a lump sum of EUR 40. The lump sum shall be set off against any damages owed insofar as the damage is due to the costs of legal action.

IV. Delivery
1. Delivery periods shall be agreed individually at the latest upon conclusion of the contract. If this does not occur, the statutory provisions shall apply in this respect.
2. The Contractor shall only be entitled to make partial deliveries insofar as this is reasonable, taking into account the requirements of good faith in accordance with § 242 BGB. This may be the case in particular if
– partial deliveries can be used by the Customer within the scope of the contractual purpose and
– the delivery of the remaining ordered goods remains ensured.
The rights/claims to which the Client is entitled due to a breach of duty for which the Contractor is responsible in this respect shall remain unaffected.
3. if the goods are to be shipped, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation.
4. if the Contractor delays performance, the Client may only withdraw from the contract under the conditions of § 323 BGB if the Contractor is responsible for the delay. Para. 5 remains unaffected. A change in the burden of proof is not associated with this provision.
5Delayed delivery events of a temporary duration for which the Contractor is not responsible – in particular operational disruptions, transport delays, strikes, lockouts, official measures, non-delivery, incorrect or untimely delivery by suppliers – as well as all cases of force majeure, shall only entitle the Client to withdraw from the contract if it cannot objectively be expected to continue to adhere to the contract, otherwise the delivery period shall be extended by the duration of the delay caused by the disruption plus a reasonable start-up period. The delivery period shall also be extended if the hindrance is caused by a circumstance within the Client’s sphere of risk for which the Contractor is not responsible. Liability on the part of the Contractor is excluded in the aforementioned cases. The Contractor shall inform the Client promptly of the event referred to in sentence 1.
6. The Contractor shall be entitled to a right of retention in accordance with Section 369 of the German Commercial Code (HGB) to the artwork and stamps, manuscripts, raw materials and other items supplied by the Client until all due claims arising from the business relationship have been settled in full.
7.In the case of orders in which a total order quantity specified in advance is to be delivered in separate installments to be called off and paid for by the client (call-off orders), the client shall be obliged to accept the entire order quantity on which the call-off order is based within 12 months of conclusion of the contract, unless otherwise agreed. The client’s call-off obligation constitutes a primary obligation. If the total order quantity has not been accepted within the acceptance period, the Contractor shall be entitled, at its discretion, either
– to deliver the remaining quantity and demand payment of the outstanding part of the purchase price,
– to store the remaining quantity at the Client’s expense or
– to set the Client a reasonable deadline for acceptance of the remaining quantity and, if this deadline expires without result, to withdraw from the contract in accordance with Section 323 BGB.
Further rights of the Contractor, such as the right to compensation, shall remain unaffected.

V. Retention of title
1. The delivered goods shall remain the property of the Contractor until full payment of all claims of the Contractor against the Client existing on the invoice date.
These goods may neither be pledged to third parties nor assigned as security before full payment has been made. The Client must inform the Contractor immediately in writing if and insofar as third parties have access to the goods belonging to the Contractor.
2. The Client is only entitled to resell the goods in the ordinary course of business. The Client hereby assigns its claims from the resale to the Contractor. The Contractor hereby accepts the assignment.
3. If the realizable value of the securities exceeds the Contractor’s claims by more than 10%, the Contractor shall – at the Client’s request – release securities of its choice.

4. in the event of processing or transformation of the goods delivered by the Contractor and owned by the Contractor, the Contractor shall be deemed to be the manufacturer in accordance with § 950 BGB and shall retain ownership of the products at all times during processing. If third parties are involved in the processing or transformation, the Contractor shall be limited to a co-ownership share in the amount of the invoice value (final invoice amount incl. VAT) of the goods subject to retention of title. The property thus acquired shall be deemed to be reserved property.

VI Scope of services and warranties
1. The client must in all cases immediately check that the goods and any preliminary and intermediate products sent for correction are in accordance with the contract. The risk of any errors shall pass to the client with the declaration of readiness for printing/declaration of readiness for production, insofar as these are not errors that only arose or could only be recognized in the production process following the declaration of readiness for printing/declaration of readiness for production. The same applies to any other release declarations of the Client.
2. Obvious defects must be reported in writing within a period of one week from receipt of the goods, hidden defects within a period of one week from discovery;
otherwise the assertion of the warranty claim is excluded.
3. In the event of justified complaints, the Contractor is initially obliged and entitled to choose between rectification and/or replacement delivery. If the supplementary performance fails, the client may demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal).
4. Defects in part of the delivered goods do not entitle the client to complain about the entire delivery, unless the defect-free part of the delivery is of no interest to the client.
5. In the case of reproductions, there may be customary deviations between the original and the end product. The same applies to the comparison between samples, specimens or other templates (e.g. digital proofs, press proofs) and the final product.
6. The Contractor is not obliged to provide accessories, including packaging or assembly instructions and other instructions, in addition to the goods, unless this has been expressly agreed between the Client and the Contractor. Irrespective of this, the goods shall – if necessary – be handed over in suitable transport packaging.
7. The conformity of the goods with the contract shall be based solely on what has been contractually agreed and on the Contractor’s public product descriptions at the time of conclusion of the contract, otherwise on the usual quality. Suitability for normal use and other expectations of the Client shall not be taken into account when assessing the conformity of the goods with the contract.
8. Section 478 BGB remains unaffected.
9. Supplies (in particular data carriers, transferred data) by the Client or by a third party engaged by the Client are not subject to any inspection obligation on the part of the Contractor. This does not apply to the technical suitability of supplies for the proper fulfillment of the order, insofar as the lack of suitability must be recognizable to a carefully acting contractor. In the case of data transfers, the client must use state-of-the-art protection programs for computer viruses prior to transmission.
10. No complaints can be made about excess or short deliveries of up to 10% of the ordered quantity. The quantity delivered shall be invoiced. In the case of deliveries of custom-made paper products weighing less than 1,000 kg, the percentage shall increase to 20 %, and to 15 % for deliveries of less than 2,000 kg.

VII Liability
1. The Contractor shall be liable
– for culpable injury to life, limb or health and
– for other damage caused intentionally or by gross negligence,
even if the breach of duty is based on correspondingly culpable conduct of a legal representative or vicarious agent.
2. The Contractor shall also be liable for slightly negligent breach of material contractual obligations, including by its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the client may rely.
The liability of the contractor according to sentence 1 is limited in cases of slight negligence to the foreseeable, contract-typical damage.
3Finally, the Contractor shall be liable
– in the case of fraudulently concealed defects and assumed guarantee for the quality of the goods and
– in the case of claims under the Product Liability Act.
4. In all other respects, the liability of the Contractor is excluded.

VIII. Statute of limitations
With the exception of the claims for damages mentioned in Section VII. 1. and those arising from the Product Liability Act, the Client’s claims for defects shall become statute-barred one year after the (un)delivery of the goods. This shall not apply if the Contractor has fraudulently concealed the defect or if it has assumed a guarantee for the quality of the goods. § Section 478 BGB also remains unaffected.

IX. Commercial practice
In commercial transactions, the commercial practices of the printing industry shall apply (e.g. no obligation to surrender intermediate products such as data, lithographs or printing plates that are created for the production of the final product owed), unless a deviating order has been placed.

X. Archiving
Products, materials and data to which the Client is entitled shall only be archived by the Contractor beyond the time of handover of the end product to the Client or its vicarious agents after express agreement and against special remuneration. In the absence of an agreement, any insurance shall be provided by the Client itself.

XI. Periodic work
Contracts for regularly recurring work can be terminated with a notice period of 3 months.

XII. Third-party rights
The client assures that the rights of third parties, e.g. copyrights, trademark rights or personal rights, are not infringed by his order specifications, in particular by templates supplied by him. In this respect, the Client shall indemnify the Contractor in full against all third-party claims, including the costs of legal defense and/or prosecution, unless the Client can prove that it is not at fault and that it has complied with all its duties of care and inspection.

XIII Place of performance, place of jurisdiction, applicable law
The place of performance and place of jurisdiction for all disputes arising from the contractual relationship shall be the Contractor’s registered office if the Client 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 contractual relationship shall be governed by German law. UN sales law is excluded.