II. Conclusion of contract

1. The Contractor's offers are subject to change and non-binding. This shall also apply if the Contractor has provided the Client with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents - including in electronic form.
2. The order of the goods by the Client shall be deemed a binding contractual offer. Unless otherwise stated in the order, the Contractor shall be entitled to accept this contractual offer within 2 weeks of receipt by the Contractor.
3. Acceptance can be declared either in writing (written or text form) (e.g. by order confirmation by letter, e-mail or fax) or by delivery of the goods to the customer.
4. In the case of orders with delivery to third parties, the customer shall be deemed to be the principal, unless otherwise agreed in writing (written or text form).

III. Prices

1. The Contractor's prices shall apply ex works and 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 non-binding offer by the Client. They do not include packaging, freight, postage, insurance and other shipping costs, unless the offer contains an express reference to this.
2. Subsequent changes at the instigation of the client, including any resulting machine downtime, shall be charged to the client. Subsequent changes shall also include repetitions of test proofs requested by the client due to minor deviations from the original.
3. Sketches, drafts, test typesetting, test prints, samples and proofs, changes to supplied/transferred data and similar preparatory work initiated by the client shall be invoiced. The same applies to data transfers of any kind. This shall also apply if the print order is not placed.

IV. Payment

1. Payment is due and payable without deduction within 30 days of invoicing and delivery or acceptance of the goods.
2. The Contractor is authorised, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment or against an appropriate advance payment if there is an objective reason for this. This shall apply in particular in the case of extraordinary advance payments by the Contractor (more than 100,000 sets).
3. The Client is not entitled to offset against the Contractor's claims or to exercise a right of retention unless the counterclaims have been recognised by declaratory judgement or are undisputed. The Client shall also be entitled to offset or exercise a right of retention against the Contractor's claims if it asserts notices of defects or counterclaims arising from the same contract.
4. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that the Contractor's claim for payment is jeopardised by the Client's inability to pay, the Contractor 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 (customised products), the Contractor may declare its withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.
5. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. The Contractor reserves the right to claim further damages caused by default. The claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

V. Delivery

1. All deliveries are ex works. At the request and expense of the Customer, the goods shall be dispatched to another destination. Unless otherwise agreed, the Contractor shall be entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) itself.
2. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. However, if the customer is an entrepreneur within the meaning of § 14 BGB, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. If the client is in default of acceptance, this shall be deemed equivalent to handover or acceptance.
3. Partial services and partial deliveries are permissible to a reasonable extent.
4. Delivery dates are only valid if they are confirmed by the contractor in text form.
5. If the Contractor defaults on its services, it must first be granted a reasonable grace period. If the grace period expires without result, the client may withdraw from the contract.
6. If the Client is a merchant within the meaning of the German Commercial Code (HGB), the Contractor shall be entitled to a right of retention in accordance with Section 369 HGB to the artwork, 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. The Contractor shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which the Contractor is not responsible. If such events make delivery or performance significantly more difficult or impossible for the Contractor and the hindrance is not only of a temporary nature, the Contractor shall be entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the period of the hindrance plus a reasonable start-up period. If the Client cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by means of a written declaration (in written or text form) to the Contractor.

VI. Retention of property rights

1. The goods shall remain the property of the Contractor until the purchase price from the concluded contract has been paid in full.
2. If the client is an entrepreneur within the meaning of § 14 BGB, the following shall also apply:
   (a) The Contractor shall retain title to the goods until all current and future claims of the Contractor arising from the contract and an ongoing business relationship have been settled in full. Pledging or transfer by way of security is not permitted prior to the transfer of ownership of the goods subject to retention of title.
   (b) 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 Client must inform the Contractor immediately in text form if an application is made to open insolvency proceedings or if third parties seize the goods belonging to the Contractor (e.g. seizures). The Client must draw attention to the Contractor's ownership.
   (c) Until revocation in accordance with (cc) below, the client is authorised 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:
   (aa) The retention of title shall extend to the full value of the products created by processing, mixing or combining the goods, whereby the Contractor 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, the Contractor 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.
   (bb) The Client hereby assigns to the Contractor as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of the Contractor's possible co-ownership share in accordance with the above paragraph. The Contractor accepts the assignment. The obligations of the Client stated in para. 2 shall also apply with regard to the assigned claims.
   (cc) The Client shall remain authorised to collect the claim alongside the Contractor. The Contractor undertakes not to collect the claim as long as the Client fulfils its payment obligations to the Contractor, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to pay. If this is the case, however, the Contractor may demand that the Customer informs the Contractor 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, the Contractor shall also be entitled to revoke the Client's authorisation to resell and process the goods subject to retention of title.
   (dd) If the realisable value of the securities exceeds the Contractor's claims by more than 10%, the Contractor shall release securities of the Contractor's choice at the request of the Client or a third party affected by the excess security.

VII. Condition

1. In the case of colour reproductions in all printing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between proofs and print runs as well as to all other deviations caused by printing technology.

2. Colour specifications (colour binding): It is expressly pointed out that colour specifications with a clear reference to a colour tone (e.g. Pantone colour fan or HKS colour fan) serve only as colour inspiration and represent a possibility of colour visualisation. Such colour specifications or colour samples do not represent a clear colour reference of a colour (e.g. a Pantone or HKS colour). This is pointed out in particular by the manufacturer of the Pantone colour fan itself. Colour deviations in the industrial fluctuation range therefore do not constitute a defect. A Delta-E value of up to 3 is not considered to be an objectionable colour deviation.

   In addition, the use of samples may result in colour deviations in the sample and the printed product due to various influences, in particular light exposure, the material used for the samples or mechanical stress (e.g. opening and closing the samples). Possible minor colour deviations therefore do not constitute a defect and cannot be objected to.

3. In the case of self-adhesive labels, the client must follow the instructions for storing self-adhesive labels on the delivery notes. Due to the many influencing factors, the client does not assume any warranty for the subsequent removability of these labels. § Section 9 of these General Terms and Conditions remains unaffected.

VIII. Complaints/warranties

1. The risk of any errors shall be transferred to the client with the print approval/print acceptance, insofar as these are not errors that only occurred or could only be recognised in the production process following the declaration of readiness for printing. The same applies to all other declarations of approval by the client.
2. If the Customer is a merchant within the meaning of the German Commercial Code (HGB), his claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect becomes apparent upon delivery, inspection or at any later point in time, the Contractor must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects not recognisable during the inspection within the same period from discovery. If the Customer fails to carry out the proper inspection and/or report defects, the Contractor's liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.
3. The Client must give the Contractor the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes.
4. In the event of justified complaints, the Contractor shall be obliged to rectify the defect and/or make a replacement delivery. If the Client is an entrepreneur within the meaning of Section 14 BGB, the Contractor shall be entitled to choose between rectification or replacement delivery. The Contractor's right to refuse subsequent fulfilment under the statutory conditions shall remain unaffected. The same shall apply in the event of a justified complaint regarding subsequent improvement or replacement delivery. If the Contractor does not fulfil this obligation within a reasonable period of time or if the rectification fails despite repeated attempts, the Client may demand a reduction in payment (reduction) or cancellation of the contract (withdrawal).
5. Defects in part of the delivered goods shall not entitle the customer to complain about the entire delivery, unless the partial delivery is of no interest to the customer.
6. The Contractor shall not be obliged to check deliveries (including data carriers, transferred data) by the Client or by a third party engaged by the Client. This does not apply to data that is obviously unreadable or unprocessable.
7. Excess or short deliveries of up to 10% of the ordered quantity cannot be objected to. The quantity delivered will be invoiced. For deliveries of customised paper products under 1,000 kg, the percentage increases to 20%, under 500 kg to 25%.
8. Due to a breach of duty that does not consist of a defect, the Client, who is an entrepreneur within the meaning of Section 14 BGB, may only withdraw from or terminate the contract if the Contractor is responsible for the breach of duty. A free right of cancellation on the part of the client (in particular in accordance with §§ 651, 649 BGB) is excluded.

IX. Liability

1. The Contractor's liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and unauthorised action, shall be limited in accordance with this § 9, insofar as fault is involved in each case.
2. The Contractor shall be liable to the Client in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
3. The Contractor shall not be liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless it is a breach of material contractual obligations (obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely).
4. Insofar as the Contractor is liable for damages on the merits in accordance with Section 9 (3), this liability shall be limited to damages which the Contractor foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen if it had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
5. The limitations of this § 9 shall not apply to the Contractor's liability for guaranteed characteristics, for a fraudulently concealed defect, for injury to life, limb or health or under the Product Liability Act.

X. Statute of limitations

1. The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.
2. If the client is an entrepreneur within the meaning of § 14 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from (final) delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
3. The above limitation periods shall also apply to contractual and non-contractual claims for damages of the Client based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the Client pursuant to § 9 (2) as well as claims arising from injury to life, limb or health or under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

XI. Periodic work

1. Contracts for regularly recurring work can be cancelled with a notice period of at least 3 months to the end of a month. The cancellation must be made in text form. The right to extraordinary cancellation remains unaffected. In particular, the Contractor shall be entitled to terminate the contract without notice if the Client is in arrears with payments in whole or in part.

XII. Industrial property rights/copyright

1. The client shall be solely liable if the rights of third parties, in particular copyrights, are infringed by the execution of his order. The Contractor shall have no duty to examine the work. The Client shall indemnify the Contractor against all third-party claims arising from such an infringement of rights.

XIII. Confidentiality clause

1. During the term of this contract and thereafter, the client shall not disclose any business secrets or knowledge or know-how from the business relationship or use them in favour of another company. It shall treat this knowledge confidentially. The client shall impose the above confidentiality obligation on its employees or other third parties who come into contact with business and trade secrets in the above sense.
2. Information or aspects of the business relationship that were already publicly known at the time of disclosure and information or aspects of the business relationship that were demonstrably already known to the Client prior to disclosure by the Contractor shall not be subject to the confidentiality obligation.

XIV Archiving

1. The data provided to the contractor by the client shall not be backed up or archived. This is the sole responsibility of the client. However, the Contractor is authorised to make a copy. Archiving of other products to which the client is entitled, in particular data carriers, shall also not take place.
2. Archiving shall only take place beyond the time of handover of the end product to the client after express agreement in text form and against special remuneration.

XV. Custody, ownership, insurance

1. Artwork, colour samples, print data and other items for reuse, in particular if they are provided by the client, shall only be stored beyond the delivery date after prior agreement in text form and against special remuneration. The Contractor shall only be liable for intent and gross negligence.
2. The operating items used by the Contractor to manufacture the contractual product, in particular printing plates, standing sets, punching tools, hot foil embossers, relief foil embossers, screening tools, etc., shall remain the property of the Contractor and shall not be delivered. This shall also apply insofar as a pro rata invoice is issued, as these operating items are regularly wear parts.
3. The above-mentioned items shall be treated with care until the date of delivery of the goods, provided they have been made available by the Client. The Contractor shall only be liable for damage in the event of intent or gross negligence. If the above-mentioned items are to be insured, the customer shall arrange the insurance himself.

XVI. Legal notice

1. The Contractor may refer to its company in an appropriate manner on the contractual products with the consent of the Client. The Client may only refuse consent if it has an overriding interest in doing so.

XVII. Place of fulfilment/jurisdiction/applicable law

1. Contracts between the Client and the Contractor shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions restricting the choice of law and the applicability of mandatory provisions, in particular of the country in which the customer as a consumer has his habitual residence, remain unaffected.
2. If the Client is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Contractor's registered office in Bernkastel-Kues.This also applies to the place of fulfilment. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

XVIII. Severability clause

1. Should a provision or part of a provision of these GTC be or become invalid, this shall not affect the validity of the remaining GTC.

As of 10/2024