General Terms and Conditions

I. Scope of Application

Orders shall be carried out exclusively on the basis of the condi-tions laid out herein. Any deviating regulations must be made in writing.

II. Layout and Agency Services
All layout and agency services ordered by the client which are to be rendered prior to printing shall be subject to the following additional conditions:

1. Notwithstanding any other agreements in individual cases, proposals for the development of concepts and designs shall be carried out upon payment of the fee as agreed with the client (presentation fee). Upon subse-quent order, the presentation fee shall be deducted from the price of the designed print product. Any copy or prop-erty rights in and to the work as presented by the supplier shall remain with the supplier for the purpose of calcula-tion of the presentation fee. If a print order is placed for the work presented, the supplier shall assign all proprie-tary rights of use related to the concrete work to the client within the scope of the agreed purpose of the contract, i.e. the scope of the right of use in terms of time, place and content shall be defined dependent on the purpose of the contract. The client shall not be entitled to assign the acquired right of use to third parties. The supplier may not claim an exclusive right of use of the work and in particular of the underlying concept. Transfer of the rights of use shall be subject to complete payment for the sub-sequently ordered print product.

2. The provisions of the print order shall apply accord-ingly for data, information or tangible objects (e.g. pho-tos) made available by the client for layout and agency services.  In this respect, the supplier shall not be obliged to check this (see Item VIII, paragraph 7). Furthermore, the client shall be liable in accordance with Item XIV.


III. Prices
1. The prices quoted in the supplier’s offer shall apply on condition that the data the offer is based on shall remain unchanged and remain valid for a period of not more than four months after receipt of the offer by the client. In case of orders which include delivery to third parties, the buyer shall be regarded as the client unless expressly specified otherwise. The supplier’s prices do not include value added tax. The supplier’s prices are quoted ex works. They do not include packaging, freight, postage, insurance and other forwarding expenses.
2. Subsequent changes requested by the client, including any downtime this may cause, shall be charged to the client’s account. Print proofs which have to be repeated at the client’s request due to slight deviations from the sample shall also be considered as subsequent changes.
3. Sketches, drafts, proof sets, test prints, galley proofs, changes in delivered or transferred data and similar preparatory work induced by the client shall be charged to the client’s account, even if the client does not place an order. The same applies for data transfers (e.g. via ISDN). The regulations of Item XII shall apply accordingly.

IV. Payment
1. Unless otherwise specified on the invoice, the following payment conditions shall apply:
Payment of the net price plus value added tax must be effected without deduction within 30 calendar days after the invoice date. The supplier shall allow a cash discount of 2 % of the invoice amount for payments made within 10 days after the invoice date; this cash discount shall not apply, however, to any freight, postage, insurance or other shipping expenses specified in the invoice. The invoice shall be made out on the day of delivery, partial delivery or readiness for shipment (obligation to collect, default of acceptance). Bills of exchange shall only be accepted upon special agreement and on account of payment without any cash discount allowance. Bill discounts and other expenses shall be paid immediately by the client. The supplier shall not be liable for the timely presentation, act of protest, notification and return of the bill for dishonour unless he or his auxiliary person acted with wilful intent or gross negli-gence.
2. An adequate advance payment may be requested if exception-ally large quantities of paper or cardboard, special materials or concessions are provided.
3. The client may only set off payment against a claim or exercise his right of retention in case of counterclaims if these are undis-puted or have been legally determined. A registered trader within the meaning of the German Commercial Code (HGB) has no right of retention or set-off rights. The rights in accordance with Section 320 of the German Civil Code (BGB), however, shall remain applicable as long and insofar as the client has not met his obliga-tions in accordance with Item VIII, paragraph 3.

V. Payment Default
1. If settlement of a payment claim is at risk due to deterioration of the client’s financial situation, which has occurred or become known after conclusion of the contract, or due to any other incapability of the client to perform, the supplier may claim advance payment and immediate settlement of all outstanding invoices as well as those not yet due. In addition, he may withhold undelivered goods and also stop working on current orders. Furthermore, the supplier shall also have these rights if the client is in default of payment for deliveries which are based on the same legal relation-ship. Section 321, paragraph 2 of the German Civil Code (BGB) shall remain unaffected.
2. Unless otherwise specified, the client defaults on a payment after 30 days of receipt of the invoice. A reminder letter is not required. In case of default of payment, the supplier shall be entitled to charge interest at a rate of 8 % p.a. above the base rate in accordance with Section 247 of the German Civil Code (BGB). This shall not affect the supplier’s right to claim further default damages.

VI. Delivery
1. If the goods are to be shipped, the risk shall be transferred to the client at the time the shipment is handed over to the forwarding agent.
2. Delivery times are only valid if they have been expressly ac-knowledged by the supplier. If the contract has been made out in writing, the delivery date must also be confirmed in writing.
3. If the supplier defaults on his performance, he shall be granted a reasonable extension of time. Should this extension expire without performance being made, the client may withdraw from the con-tract. Section 323, paragraph 2, number 2 of the German Civil Code (BGB) shall remain unaffected. Damages for default of delivery may only be claimed up to the order amount (goods and services on own account excluding advance performance and material).
4. Disruptions in operation, both at the supplier’s as well as a sub-supplier’s plant, due in particular to strike, lock-out, war, riots and any other cases of force majeure shall not entitle termination of the contractual relationship. The principles on frustration of contract shall remain unaffected. In these cases, liability of the supplier shall be excluded.
5. In accordance with Section 369 of the German Commercial Code (HGB) the supplier shall have a right of retention of any data media, manuscripts, raw materials and other objects delivered by the client until complete payment has been made for all due claims resulting from the business relationship.

VII. Reservation of Ownership
1. The delivered goods shall remain the property of the supplier until complete payment has been made for all of the supplier’s claims against the client which exist on the date of the invoice. The client shall only be entitled to resell the goods in the regular course of business. The client hereby undertakes to assign his claims from resale to the supplier. The supplier hereby accepts this assignment. The supplier undertakes to reassign to the client those claims which exceed 120 % of the claims to be hedged.  
2. If goods owned and delivered by the supplier are conditioned and processed, the supplier shall be deemed the producer in accor-dance with Section 950 of the German Civil Code (BGB) and retain property of the products at any time during processing. If third parties are involved in the conditioning and processing of these goods, the supplier’s property rights to these products shall be limited to a co-ownership share in the amount of the invoice value of the goods subject to retention of title. The property thereby acquired shall be regarded as property subject to retention of title.

VIII. Complaints/ Warranty
1. In all cases, the client must check that the delivered goods and all preliminary and intermediate products handed over for correction conform to the contract. The risk of any possible faults shall be transferred to the client upon declaration that the product is ready for press/for production unless the faults have occurred only during the production process subsequent to this declaration or could not be identified earlier. The same applies for all of the client’s other release notes.
2. Apparent defects must be reported in writing within one week after receipt of the goods, hidden defects within one week of their discovery, but no later than six months from the day of delivery. The enforcement of a warranty claim shall otherwise be excluded.
3. In case of justified complaints the supplier shall be obliged to either repair and/or replace the faulty product, as he chooses, up to the contract value and excluding other claims, unless the product lacks a guaranteed quality or the supplier’s auxiliary person acted with wilful intent or gross negligence. The same applies to a justi-fied complaint concerning a repaired or replaced product. If the supplier does not meet these obligations within a reasonable period of time or if the product is not repaired despite repeated attempts to do so, the client may claim a reduction of the purchase price or a rescission of the contract (cancellation). Section 323, paragraph 2, number 2 of the German Civil Code (BGB) shall remain unaffected. Liability for consequential damage shall be excluded unless the supplier or his auxiliary person acted with wilful intent or gross negligence.
If the subject matter of the contract involves contract processing or subsequent processing of print products, the supplier shall not be liable for any impairment of the product to be processed or finished caused by such processing unless the damage has been caused with wilful intent or gross negligence.
4. Partial damage to the delivered goods does not entitle the client to reject the entire shipment unless such partial shipment is not of interest to the client.
5. With regard to coloured reproductions in all production proce-dures, slight deviations from the original may not be rejected. The same shall apply to a comparison of other templates (e.g. digital proofs, press proofs) with the finished product.
6. The contactor shall be liable for deviations in the quality of the material used only up to the value of his own claims against his respective supplier. In such a case, the supplier shall be exempt from liability if he assigns his claim against his supplier to the client. If, through the supplier’s own fault, no claims can be made against the supplier or if such claims cannot be enforced, the supplier shall be liable like a guarantor.
7. The supplier shall not be obliged to check subcontracted sup-plies (which also includes data media and transferred data) pro-vided by the client or any third party authorised by the client. This shall not apply for data which obviously cannot be processed or read. Prior to any data transfer, the client must ensure that the latest antivirus software is applied. Data protection measures are solely the client’s responsibility. The supplier shall be entitled to make a copy.
8. Excess and short deliveries of up to 10 % of the ordered print run cannot be rejected. The amount delivered shall be invoiced. For deliveries of print products on specially designed paper weighing less than 1,000 kilos this percentage shall be increased to 20 %, for deliveries of less than 2,000 kilos to 15 %.

IX. Liability
1. The supplier shall be liable only for damages caused by wilful intent or gross negligence. Furthermore, he shall be liable in case of neglect of fundamental contractual obligations which would endanger the purpose of the contract, if the product lacks guaran-teed qualities, in case of culpable violation of life, bodily injury or damage to the client’s health and in cases of compulsory liability in accordance with the German product liability act. In cases of culpable infringement of fundamental contractual obligations liability shall be limited to foreseeable damages inherent to such contracts.
2. The same principles for liability shall apply for auxiliary persons and the supplier’s agents.

X. Secondary Obligations
1. Templates, raw materials, print media and other objects to be reused as well as finished and semi-finished products shall only be stored for a period beyond the delivery date upon prior agreement and for a special remuneration.
2. The objects specified above which have been provided by the client shall be handled with care until the delivery date. The supplier shall be liable for damages only in case of wilful intent or gross negligence.
3. Failing an agreement, the client himself must make sure that the objects mentioned above are insured if insurance cover is desired.

XI. Statute of Limitation
As far as this is legally possible, the client’s claims for warranty and damages shall be subject to a limitation period of one year from the delivery of the goods. This shall not apply if the supplier has acted maliciously.

XII. Commercial Practice
In business dealings, the commercial practices of the printing industry shall apply (e.g. no obligation to hand out intermediate products such as data, colour printings or printing plates which have been produced for the production of the final product ordered and which are charged separately) unless ordered otherwise.

XIII. Periodically Recurrent Work
Agreements on periodically recurrent work on a regular basis may be terminated with a notice period of three months to the end of a month.

XIV. Industrial Property Rights/Copyright
The client shall be solely liable if the processing of his order infringes the rights of third parties, particularly third parties’ copy-rights. The client shall indemnify the supplier from all such third party claims based on such infringements.

XV. Imprint
Subject to the client’s approval, the supplier may refer to his business in an appropriate way on the contract goods. The client may only withhold his approval if he has an overriding interest.

XVI. Place of Delivery, Place of Jurisdiction, Validity
1. Place of delivery and place of jurisdiction for any claims and legal disputes resulting from the contractual relationship, including legal proceedings involving cheques, bills of exchange or legal documents, shall be Kiel if the supplier is a registered trader within the meaning of the German Commercial Code (HGB), a corporate body under public law or a special fund under public law. German law shall apply to the contractual relationship. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
2. The invalidity of one or more provisions in this contract shall not affect the validity of the remaining provisions.