General Terms and Conditions of Business

1. scope of application

a) Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. These shall therefore also apply to all business relations, even if they are not expressly agreed again. Counter-confirmations by the customer and the reference to his terms and conditions of business or purchase are hereby rejected.

b) Deviating, conflicting or supplementary general terms and conditions of business shall not become part of the contract, even if known, unless their validity is expressly agreed in writing.

c) Consumers within the meaning of these Terms and Conditions are natural persons with whom a business relationship is entered into without a commercial or independent professional activity being attributable to them.

d) Entrepreneurs within the meaning of these Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who are acting in the exercise of a commercial or self-employed professional activity.

e) Customers within the meaning of these Terms and Conditions are both consumers and entrepreneurs.

 2 Offer and scope of performance
a) In the case of all our deliveries and services, the customer is obliged to check these immediately for the correctness of the technical concept and the usability before any further use. Defects must be reported to us immediately. Insofar as we provide our service on a data carrier, we shall deliver an original printout with the data carrier. We shall be liable exclusively for the object of this original printout, but to this extent in accordance with the terms of this contract. The customer expressly undertakes to check the data material on the data carrier independently for defects before use and to check it for completeness of the illustrations, completeness of the texts and conformity of the specified fonts and font sizes before carrying out a print.

b) Our offers are subject to change and non-binding. We reserve the right to make technical changes as well as changes in form, colour and/or weight within the scope of what is reasonable. Supplements, amendments and ancillary agreements must be in writing in order to be legally effective.

c) Our written order confirmation shall be decisive for the scope of performance. In the case of printing services, we usually supply the prescribed Circulation. The customer is obliged to acknowledge and pay for an excess or shortfall of up to 10% of the ordered print run. In addition, if the paper was procured by the customer on the basis of the delivery conditions of the trade associations of paper production, the percentage of the excess or short delivery shall be increased by their tolerance rates.

d) If we are in default with a delivery or service, or if a permanent or temporary impossibility of our service obligation occurs, the customer shall be entitled to withdraw from the service contract with regard to the service with which we are in default or for which impossibility has occurred, after he has unsuccessfully set us a reasonable period of grace, which must be at least one month in the case of an overrun of the service deadline or temporary impossibility for which we are not responsible. The customer shall have no other claims for exceeding the performance date, other delays in performance or impossibility, irrespective of whether we are responsible for them or not. Ancillary agreements and amendments require our written confirmation.

e) The risk of accidental loss and accidental deterioration shall pass to the entrepreneur upon handover, in the case of sale by delivery to a place other than the place of performance as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. If dispatch becomes impossible through no fault of our own, the risk shall pass to the entrepreneur upon notification of readiness for dispatch. With the notification of readiness for dispatch, an agreed period of performance is also observed. If the buyer is a consumer, the risk of accidental loss and accidental deterioration of the sold item shall not pass to the buyer until the item has been handed over, even in the case of sale by dispatch. The handover is the same if the customer is in default of acceptance.

f) Performance periods shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of the occurrence of unforeseen obstacles which lie outside the will of the performing party, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the object of performance. This shall also apply if the circumstances occur at subcontractors.

g) Insofar as our performance includes the delivery of goods, we are entitled to insure these for transport at the customer's expense without this having any influence on the transfer of risk.

h) Our prices apply ex our production site. Unless otherwise stated, they do not include packaging, freight, postage, insurance and other shipping costs.

i) Subsequent changes at the instigation of the customer, including the production downtime caused thereby, shall be charged to the customer. Sketches, drafts, sample typesetting, sample prints, samples and similar preliminary work initiated by the customer shall be charged even if the order is not placed.

3 Prices, payments and advances
a) In the absence of a special agreement, the prices shall apply, insofar as contracts with entrepreneurs are concerned, plus value added tax at the respective statutory rate.

b) If the service provided by us to an entrepreneur includes the granting of copyright licences, our prices shall adequately include this service. Should it subsequently transpire that the author can demand a higher fee than we have

than we have calculated, we shall be entitled to make a subsequent charge to entrepreneurs. This claim shall not become statute-barred until three months after the day on which the author's claim becomes statute-barred.

c) We are entitled to demand advance payments or advance payments to be settled or securities in the form of directly enforceable bank guarantees with regard to all services to be rendered by third parties within the scope of our order. Advances, prepayments and guarantees shall be made within one week of the invoice date. If advances, advance payments or securities are agreed, we are entitled and obliged not to place our orders with third parties before receipt of the payment or the security, or to suspend them, without this requiring a separate notification to the customer. Our performance periods and deadlines shall be extended accordingly by the suspension until payment.

d) In the case of larger orders, advance payments or partial payments corresponding to the work performed shall be made. In the event of completion of larger quantities of paper and cardboard or special materials by us, we shall be entitled to demand immediate payment for these.

e) Unless otherwise agreed, payment shall be made in cash without any deductions within 8 days of receipt of the invoice, free our payment office. After expiry of this period, the customer, insofar as he is a businessman, shall be in default of payment without the need for a further reminder. From the time of default, the consumer shall pay interest at a rate of 5% per annum above the respective base interest rate. During the period of default, the entrepreneur shall pay interest on a monetary debt at the rate of 8% per annum above the base interest rate. The right to claim further damages for default is reserved.

f) Payment shall be deemed to have been made when we can dispose of the amount, in the case of cheques and bills of exchange when they are honoured. The customer shall only have a right of set-off or offsetting if his counterclaims have been legally established or recognised by us. A right of retention may only be exercised if the counterclaim is based on the same contractual relationship. If the customer fails to meet his payment obligations, in particular if a cheque is not honoured or a payment is suspended, or if we become aware of circumstances that call the customer's creditworthiness into question, we shall be entitled to demand the the entire remaining debt due or, if applicable, also to demand advance payments or securities.

g) If a significant deterioration in the financial circumstances of the customer becomes known, we are entitled to demand advance payments for the entire anticipated remuneration claims. They shall be due for payment immediately. If the customer is in default with his obligations, in particular with regard to payment or the provision of security, we shall be entitled to discontinue any performance and to exercise a right of retention or any other right hindering the exploitation of our performance with regard to all services produced but not delivered to the customer.

 

4 Warranty and liability
a) If the buyer is an entrepreneur, we shall initially provide warranty for defects in the goods at our discretion by remedying the defect or delivering a defect-free item, for which we must be given a reasonable period of time, which may not be less than the performance period of the contract.

b) If the buyer is a consumer, he shall initially have the choice of whether subsequent performance is to be effected by remedying the defect or by delivery of a defect-free item. However, we shall be entitled to refuse the type of supplementary performance chosen if it is only possible at disproportionate cost and the other type of supplementary performance remains without significant disadvantages for the consumer. We must be given a reasonable period of time for subsequent performance, which may not be less than the performance period of the contract.

c) If the supplementary performance fails, the customer may in principle demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract.

d) Entrepreneurs must notify us in writing of obvious defects within a period of two weeks from receipt of the goods; otherwise the assertion of warranty claims is excluded. The receipt of the declaration by us is decisive for the observance of the deadline.

e) Consumers must notify us in writing of obvious defects within a period of two months after the time at which the condition of the goods contrary to the contract was established. The receipt of the declaration is also decisive for the observance of the deadline. If the consumer fails to provide this information, his warranty rights shall expire two months after the defect has been discovered. This shall not apply in the event of fraudulent intent on the part of the seller. The burden of proof for the time of discovery of the defect lies with the consumer.

f) If the customer chooses to withdraw from the contract due to a defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect.

g) If the customer chooses compensation for damages after subsequent performance has failed, the goods shall remain with the customer if this is reasonable for him. Damages shall be limited to the difference between the purchase price and the value of the defective item. This does not apply in the case of our fraudulent intent.

h) No warranty is assumed for damages resulting from unsuitable or improper use of our performance or incorrect implementation of our suggestions. The customer shall thoroughly and completely check our performance before any further use. We shall not be liable for any damage resulting from the further use of our defective performance. Minor deviations from the original shall not be considered grounds for complaint in the case of reproductions in all printing processes. The same applies to the comparison between test printouts and the print run. If, in this case, the customer nevertheless requests further proofs, these shall be deemed to be author's corrections and shall be invoiced separately.

i) Insofar as we send our services and/or goods to third parties at the customer's request, this shall be done, including preparation for shipment, to the exclusion of any liability, unless we act intentionally or with gross negligence. The customer shall ensure that the third parties fulfil the obligations incumbent on the customer for inspection. This applies in particular to the inspection for incorrect delivery.

j) Claims for damages arising from breaches of duty, in particular from impossibility of performance, from positive breach of contract, from culpa in contrahendo and from tort are excluded both against us and against all our vicarious agents or persons employed in the performance of our obligations, except in the case of intentional or grossly negligent conduct or culpable breach of essential contractual duties. Insofar as liability exists thereafter, we shall only be liable to entrepreneurs up to the amount of the typical, foreseeable damage. This shall also apply in particular to consequential damage.

k) For entrepreneurs the warranty period is one year, for consumers two years from delivery of the goods. This does not apply if the customer has not notified us of the defect in good time (point d or e).

l) Deviations in the quality of the paper, cardboard and other material procured by us cannot be objected to insofar as they are declared permissible in the terms of delivery of the paper industry or the otherwise competent supply industry, which are available to the customer on request, or insofar as they are based on differences between the proof and the print run caused by the printing technology. We shall only be liable for light fastness, variability and deviations of colours and bronzes as well as for the quality of gumming, varnishing, impregnation, etc. to the extent that defects of the materials were recognisable prior to their use upon proper inspection. Insofar as the customer delivers material of any kind to us, this shall be free domicile. Our confirmation of receipt is made without assumption of a guarantee for the correctness of the quantity designated as delivered. In the case of larger items, the costs associated with the counting or weight-based inspection as well as the storage charges are to be reimbursed. In the case of provision of the papers and cartons by the customer, the packaging material and the waste due to unavoidable waste from print finishing and photo printing, trimming, punching and the like shall remain our property.

5. retention of title
a) We retain title to the object of performance until receipt of all payments arising from the performance contract. The customer may neither pledge the object of performance nor assign it as security. In the event of seizure or confiscation or other dispositions by third parties as well as damage to or destruction of the goods, the customer must notify us immediately.

b) In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods after issuing a reminder and the customer shall be obliged to surrender the goods. The assertion of the reservation of title as well as the seizure of the delivery item by us shall not be deemed a withdrawal from the contract.

6. Information and advice
Information on processing and application possibilities for the goods supplied by us, technical advice and other details are given to the best of our knowledge, but without obligation and to the exclusion of any liability. This also applies in particular to services which we provide in the advertising field. We are not lawyers and are not liable for any damage which our client may suffer as a result of the infringement of the industrial property rights of third parties or if an advertisement is inadmissible due to a breach of the law against unfair competition. Even our verbal and written advice as well as the provision of personnel do not release our client from his own responsibility to check the suitability for the intended purposes and the risk of an infringement of any property rights of third parties.

7. property rights
a) The customer undertakes to use our performance only within the contractual framework. In particular, he shall not use our ideas or proposals, drafts and templates, whether provided in return for payment or free of charge, himself or through third parties without our express written consent. It is irrelevant whether our performance is subject to legal protection, e.g. by copyright law or otherwise. For each case of culpable infringement, we shall be entitled to a lump-sum compensation of EURO 5,000. The customer may prove that the damage was lower. We are entitled to prove and claim higher damages.

b) We expressly reserve all existing industrial property rights to our services. The transfer of property rights to the customer requires an express written additional agreement. For each case of unlawful use of our property rights, the customer shall pay a reasonable licence and penalty licence or contractual penalty, the amount of which we shall initially determine at our reasonable discretion and which, in the event of a dispute, shall be reviewed by the regional court at the location of our company's registered office, but shall in no event be less than the amount of 3,000.00 EURO.

c) The customer shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order. The customer shall indemnify us against all claims of third parties due to such an infringement of rights. This provision shall apply subject to the proviso that the infringement of property rights has not been caused by us intentionally or through gross negligence.

d) 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 appropriate practice or regulations and the given space.

 8. Safekeeping, storage
a) Documents, materials and other items provided by the customer shall only be stored if expressly agreed, without assumption of any storage risk. In the absence of an agreement, any liability on our part for the customer's property shall cease at the latest four weeks after delivery.

b) Originals belonging to our performance remain our property and may be destroyed without further examination six months after performance.

Applicable law, place of jurisdiction and severability clause
a) The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between us and the customer; the provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

b) Amendments or supplements to this agreement must be made in writing; this also applies to this written form clause.

c) The place of jurisdiction and performance shall be the place of our company's registered office, insofar as our customer is a merchant. Otherwise, the place of our company's registered office shall also be the place of jurisdiction for cases in which the customer moves his place of jurisdiction out of the area of application of the German Code of Civil Procedure (ZPO) after conclusion of the contract or his place of residence or habitual abode is not known at the time the action is brought. Irrespective of this, we shall in any case be entitled to bring an action against our customer at another statutory place of jurisdiction.

d) Should a provision of the contract be invalid or void, this shall not lead to the invalidity or voidness of the contract as a whole. An effective provision shall then be made which comes as close as possible to the economic intention. Likewise, an unintentional loophole in the contract shall be filled.

PURCHASE OF SERVICES

1. scope of application
a) These terms and conditions shall apply exclusively to all deliveries and services to us or our customers. They therefore also apply to all business relations, even if they are not expressly agreed again. Counter-confirmations by the supplier and the reference to his terms and conditions of business or delivery are hereby contradicted.

b) Deviating, conflicting or supplementary general terms and conditions of business shall not become part of the contract, even if known, unless their validity is expressly agreed in writing.

2. Offer and scope of performance
a) All deliveries shall be made free of charge and without assumption of costs by us. The delivery address is our company address unless we expressly state a different delivery address in writing. If the supplier is a merchant, the place of performance of the service shall be the registered office of our company or another address expressly stated by us in writing. The supplier bears the risk of transport and is obliged to take out transport insurance at his own expense.

b) All deliveries and services ordered by us must correspond to the samples provided to us without deviation upon delivery and/or take into account or include all customary criteria and/or criteria mentioned by us.

c) We are entitled to pass on the delivery or service provided to us to a third party unseen. If we or the third party suffer damage due to the manner of performance or delivery and/or the defectiveness of the performance or delivery, the supplier or the party rendering performance shall be liable for this.

d) A period for the inspection and notification of defects in the supplier's delivery shall be 6 months from the date of delivery to us in the case of defects that are not obvious; the dispatch of the notification of defects within this period shall be sufficient to preserve our rights. Payment does not constitute a waiver of the right to give notice of defects.

e) Acceptance shall always be subject to reservations regarding quality, condition and quantity. Even after this period, we may assert complaints and warranty claims as well as other rights to which we are entitled if we have not identified the defects earlier upon external inspection of the delivery. Excess or short deliveries, even in the case of a possible reservation in the supplier's order confirmation, shall not be recognised unless otherwise expressly agreed in writing. If the packaging arrives in a damaged condition, we shall be entitled to refuse acceptance of the consignment without to refuse to inspect the contents. The costs of the return shipment shall then be borne by the supplier, as shall those of justified notices of defects.

f) If the delivery and service are incorrect or defective, they will be returned carriage forward without the need for any further declaration on our part.

g) A wrong delivery on your part shall at the same time constitute an offer of acceptance which cannot be accepted by us impliedly but only by an express written declaration. In all other respects, the terms and conditions of the contract shall apply. If the delivery or the service is defective, we shall be entitled to demand rectification of the defect in addition to reduction of the purchase price and cancellation of the contract. You have no right to demand rectification of defects. With the granting of the rectification of defects, we set a period for rectification. h) All packaging and transport information supplied by us, in particular information on the height, width and depth of transport units and the use of pallets, must be meticulously adhered to. If we do not provide such information, the contractor is obliged to expressly point this out to us and to inquire before completion of the shipping units whether we are to provide information on this. Should you deviate from this provision, the contractor shall be obliged to compensate us for the resulting damage. We are entitled to refuse acceptance of the delivery.

i) All deadlines set by us are of such outstanding importance for us and our customers that your delivery or service will be cancelled if the deadlines are not met. For this reason, we are entitled to claim damages for non-performance in the event of non-observance of deadlines without the need for any further explanation, warning or the like. This also includes the costs for a replacement. Should we grant a grace period, this must be in writing. Should the delivery or service not be completed within the set period of grace, the aforementioned shall apply.

3. prices and payments
a) The prices quoted to us are fixed prices which must be complied with by our contractual partner under all circumstances.

b) If the scope of services changes within the scope of our order and its processing, a claim to a higher price on the part of our contractual partner shall only arise if the higher price has been confirmed by us in writing.

c) Our payments shall be made within 14 days of receipt of the invoice, insofar as the delivery or service has been provided in accordance with the contract and free of defects. We retain a 3% discount from the invoice amount for payments made within 14 days of receipt of the invoice. The date of the payment instruction shall be decisive in each case.

4 Warranty and liability
The contractor shall check the quantity, quality and condition of his delivery on his own responsibility and shall guarantee this. In case of doubt, the contractor is obliged to prove that he has delivered in accordance with the contract. The contractor shall be liable to us for damage caused by defects, delay or non-fulfilment of obligations on the part of himself, his subcontractors or other persons working for the contractor, without being able to exempt himself from liability in accordance with Section 831, paragraph 1, sentence 2 or paragraph 2 of the German Civil Code. The liability of our contractor extends to the execution of the performance as well as to any wrongful act.

5. acquisition of property rights
a) All transferable, copyrightable or other rights to publish, reproduce or exploit which are connected with the delivery or service to be provided to us shall pass to us without any restriction as to place, time, scope, type of use or purpose of use, including the right to modify, translate and transfer to licence partners. This applies to all possibilities of use.

b) With the payment of the order, all claims for remuneration due to the use of property rights are settled. The contractor and we jointly assume that the remuneration is reasonable and customary.

c) The contractor shall not bring to the attention of other clients or pass on to them drafts prepared for us and approved by us or their preliminary stages in the same or modified form. This applies without any time limit.

d) Insofar as the contractor makes use of the services and performances of third parties in order to fulfil his obligations towards us, he shall have the exclusive exploitation rights transferred to him to the extent necessary for the fulfilment of the order towards us. The contractor shall indemnify us against any claims of third parties asserted against us due to the contractual exploitation of the services rendered by the contractor. 6. secrecy The contractor is obliged to maintain secrecy about all business and operational processes which become known to him due to the cooperation with us and not to pass these on to third parties. Similarly, the contractor shall oblige his employees and third parties who are called upon to carry out our order. The contractor undertakes to monitor compliance with this obligation and to notify us immediately of any breach. The obligation to maintain secrecy shall remain in force even after termination of the order. The contractor may only use copies of the contractual service, information received and documents for its own advertising purposes with our prior written consent.

6. special provisions for print orders, in particular mailings
a) A dummy sample of original paper must be sent to us before the start of printing. The purchase of materials may only take place after our approval.

b) Production in printing and further processing may only be commenced after presentation of an ozalide which has been made up on both sides, folded and trimmed to the final format. Punchings, perforations, folds etc. must be indicated. The number of copies shall be entered.

c) Additional costs which exceed the agreed price are to be indicated in writing immediately after they have arisen.

d) Freight costs shall only be borne by us if the complete invoice is submitted to us no later than 4 weeks after the last delivery and the original freight receipts are enclosed with the invoice.

e) The final weights of advertising material specified by us are binding and must be adhered to under all circumstances. Should the use of overweight material result in higher postage or insert costs, the additional costs shall be borne by the contractor.

f) The delivery dates stated by us are always to be understood as fixed dates - arriving at the recipient. In the event of non-compliance with the delivery date, the contractor shall be in default without any further declaration on our part being required. We may refuse any further performance in whole or in part. Irrespective of this, the contractor must inform us immediately of any exceeding of the delivery dates. Otherwise, the contractor shall bear the damage resulting from the non-observance of the delivery date.

7. minimum wage claims of employees
a) Payment of minimum wages The contractor assures us that he will fulfil his obligations to pay minimum wages and contributions to joint institutions of the collective bargaining parties in accordance with the Minimum Wage Act (MiLoG) and the Posted Workers Act (AEntG) to the workers employed by him. Insofar as the contractor makes use of third parties to fulfil its obligations towards us, it shall obtain a written assurance from these third parties that they also fulfil the aforementioned obligations with regard to their employees.

b) Indemnification against claims The contractor shall indemnify us against all claims asserted against us by employees of the contractor or employees of third parties or rental companies or joint institutions of the parties to the collective bargaining agreement pursuant to Section 13 MiLoG or pursuant to Section 14 AEntG.

c) Obligation to provide evidence
Upon request, the contractor shall prove to us by submitting documents that it has fulfilled its obligations pursuant to subsection a) (payment of minimum wages) in the past 12 months. If the Contractor uses third parties or lenders within the meaning of § 14 AEntG, the Contractor shall submit corresponding documents for each third party and lender. d) Right of retention If employees of the contractor or employees of third parties or rental companies used or joint institutions of the collective bargaining parties assert claims against us pursuant to § 13 MiLoG or pursuant to § 14 AEntG, we shall be entitled to retain the contractor's remuneration to the extent of the remuneration asserted or, in the case of justified cause, also in total, until it has been legally clarified that the employees or joint institutions of the collective bargaining parties are not entitled to such claims. We are entitled to set off our claims for indemnification and damages against the contractor's claim for remuneration.

e) Obligation to notify us The contractor must notify us immediately if he has knowledge of administrative offence and/or criminal proceedings due to non-compliance with the provisions of the German Minimum Wage Act (MiLoG) or the German Act on the Appropriateness of Employment (AEntG) against him or against a third party/agency used. If he has the suspicion that a third party or rental company used does not fulfil his obligations to pay minimum wages or contributions to joint institutions of the collective bargaining parties in accordance with the Minimum Wage Act or the Posted Workers Act (AEntG), he must inform us of this.

8. general terms and conditions
a) The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between us and the customer; the provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

b) Amendments or supplements to this agreement must be made in writing; this also applies to this written form clause.

c) Place of performance is the registered office of our company. The place of jurisdiction for all claims arising from this agreement shall also be the registered office of our company, provided that the contractor is a merchant. Furthermore, the registered office of our company shall also be the place of jurisdiction for cases in which the contractor moves his place of jurisdiction outside the scope of the ZPO (German Code of Civil Procedure) after conclusion of the contract or his place of residence or habitual abode is unknown at the time the action is brought. Irrespective of this, we shall in any case be entitled to bring an action against our contractor at another statutory place of jurisdiction.

d) Should one of the provisions of this contract be invalid or void, this shall not affect the validity of the rest of the contract. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intention of the invalid provision. Likewise, any unintentional gap in the contract shall be filled.

e) The contractor shall be liable to us for ensuring that the use of the delivery or service provided by him does not infringe the rights of third parties. The contractor shall expressly draw our attention to any statutory provisions, in particular provisions of industrial property law, competition law, copyright law and special advertising law.

ALTERNATIVE DISPUTE RESOLUTION PURSUANT TO ART. 14 ABS. 1 ODR-VO AND SECTION 36 VSBG:

The European Commission provides an online dispute resolution (ODR) platform, which you can find at HTTPS://EC.EUROPA.EU/CONSUMERS/ODR. We are willing to participate in an out-of-court dispute resolution procedure.

Viewed