Terms and Conditions of Delivery and Payment – 21.04.2010

1. Our deliveries are exclusively subject to the following Terms and Conditions of Delivery and Payment, which the Customer bindingly acknowledges by placing his order.

2. All our quotations are non-binding. The quoted prices are net prices in euros plus the relevant statutory VAT. Delivery dates stated by us – even in writing – are not binding. However, we shall endeavour to observe such dates. The Customer is entitled to set an appropriate subsequent period if the delivery date is overrun. Customer is entitled to withdraw from the contract if the subsequent period expires fruitlessly. Damage compensation claims are excluded. We reserve the right to make surplus deliveries or under deliveries of 10% more or less than the stipulated amount in the case of print orders. Special designs cannot be exchanged or given back. We are only liable for deviations in the characteristics of the materials used up to the amount of our own claims against the respective suppliers. Repro, raw materials, print media and other items serving reuse, as well as semi-finished and finished products, are only kept beyond the delivery date by prior agreement and against special remuneration. In this respect, we are only liable for wilful intent and gross negligence. Unless agreed otherwise in writing, the operating items we deploy to manufacture the contractual product, especially films, stereotypes, lithographies, screens and others, remain our property even if they are charged separately.

3. Delivery takes place on the account of and at the risk of the ordering Customer. If the Customer does not specify special shipment wishes, we shall decide upon the shipment path and packaging at our own discretion. Our prices apply ex-works excluding freight, packaging and insurance costs. These costs must be assumed by the Customer. The Customer assumes the additional costs if special shipment instructions are given. Risk passes as soon as we have handed over the goods to the freight agent or transporter. No liability is assumed for loss or damage occurring in transit.

4. The print repro approved by the Customer determines the performance owed in print orders. If we must deliver according to drawings, specifications, samples or repro etc. of the Customer, the Customer assumes the liability that in so doing we do not offend against any protected third party rights. The Customer explicitly indemnifies us against third party claims. After the print repro is released, no responsibility is assumed for errors however they may occur. Changes for which we are not responsible are charged to the Customer. Delivered goods must be inspected immediately on arrival. Any possible complaints or defects must be reported to us in writing immediately, but no later than 8 days after receipt of the goods. Colour deviations and differing degrees of surface gloss caused by the nature of the raw material, as well as tolerances of thicknesses, format and cuts due to the material are reserved. In the case of justified defects and complaints, we may choose between subsequent improvement, replacement delivery free of charge or price reduction; other warranty rights and damage compensation claims are excluded. If we opt for subsequent improvement and this fails twice, the Customer has the right to choose either conversion or reduction at his own discretion.
We reserve the right to use samples and illustrations of the products we manufacture for our catalogues, Internet and sales activities, unless customer confidentiality has been explicitly agreed in writing.

5. Operating disruptions, measures decreed by public authorities, force majeure or other unforeseen events such as strikes, lockouts occurring in our operations or at our suppliers release us wholly or partially from our delivery obligations. The delivery periods are extended accordingly in the case of hindrances caused by force majeure, measures decreed by public authorities, operating disruptions, scarcity of raw materials, civil unrest, strikes, railway blockages, etc.

6. Payment: Payment must be made without deduction within 30 calendar days following invoice date. If the Customer is in arrears with a payment for longer than 10 days, all open invoices become due for payment immediately. We can net payments that are then received independent of a payment condition of the Customer in accordance with § 366 BGB (German Civil Code). In this case, payment in advance can be demanded for possible further orders. We reserve the right to make a first delivery only against advance payment. We are entitled to a withholding right pursuant to § 369 HGB (German Commercial Code) to stereotypes, manuscripts, raw materials and other items supplied by Customer until all claims from the business relationship are fully settled.

7. Retention of title: We reserve the right to retention of title for all the goods delivered by us until the purchase price is paid in full. The retention of title also extends to all claims from the reciprocal business dealings, irrespective of maturity and legal grounds of the individual claim. This serves especially to secure the current account balance and only extinguishes all our claims upon repayment.
The Buyer is only entitled to resell the goods subject to retention of title in a usual business procedure if he hereby assigns to us all claims against his customers or resellers arising for him from the resale. If goods subject to retention of title are sold unprocessed or following processing or in combination with items which are exclusively the property of the Buyer, the Buyer hereby assigns to us the full amount of claims arising for him from the resale. If the Buyer sells goods subject to retention of title after processing / combining them with goods not belonging to the Seller, the Buyer hereby assigns to us the claims arising from the resale up to the value of the goods subject to the retention of title, with all secondary rights and ranking above the rest. We accept the assignment. The Buyer is entitled to collect these claims even after assignment. This does not prejudice the entitlement of the Seller to collect these claims himself; however, the Seller commits to not collecting the claims for as long as the Buyer duly fulfils his payment and other obligations. The Buyer discloses the claims assigned to him and the debtors of these claims, provides the information necessary for collection and notifies the debtors of the assignment.
Buyer invariably processes or reforms the goods subject to retention of title for us. If the goods subject to retention of title are processed with items in the sole ownership of Buyer or with items to which no extended retention of title exists, then we are entitled to sole ownership of the new item. If the goods subject to retention of title are processed with other items not belonging to us, we are entitled to co-ownership of the new item to the ratio of the value of the goods subject to retention of title to that of the other processed items at the point in time of processing.

8. Place of jurisdiction and concluding provisions
Our entire business relationships are subject exclusively to German law. D-96450 Coburg is exclusive place of fulfilment and jurisdiction. If one or several of the foregoing provisions become invalid, this shall not impair the validity of the other provisions. Changes and additions to the General Terms and Conditions of Delivery and Payment must be set down in writing to be effective.