1 Scope Notices 1 The following General Terms and Conditions of Sale GTC apply to our contractual relationships in case we enter into a sales contract with a Buyer that qualifies alternatively as entrepreneur according to Section 14 German Civil Code GCC legal entity under public law or special fund under public law 2 Our GTCs apply irrespective of whether we ourselves produce the purchased goods or purchase them from third party suppliers c f section 433 651 GCC To the extent not agreed on the contrary the GTCs in their latest version communicated to the Buyer in writing shall also apply to future contracts between the Buyer and us if we do not refer to the GTCs in the particular case 3 Our GTCs shall apply exclusively deviating contradictory or supplementary General Business Terms or agreements even with our knowledge thereof or in case of unreserved delivery of the purchased goods are part of the contract only if they are expressly agreed upon 4 Individual agreements including side agreements additions and amendments shall have precedence over these GTCs Unless otherwise agreed such agreements shall be valid only if set out or confirmed by us in writing 5 Any declarations and notices of legal relevancy relating to the contract to be communicated to us by the Buyer including but not limited to settings of deadlines notices of defect terminations have to be made in written form i e via fax email or mail Statury provisions on form as well as possible needs of proof of authority for the person acting on behalf of one of the parties shall remain unaffected 6 References to legal provisions serve the purpose of clarification only Legal provisions shall apply irrespective of such reference unless they are expressly waived or amended by these GTCs 2 Offers Conclusion 1 All our offers are subject to change and non binding This shall also apply in case we provide the buyer with samples catalogues technical documents or documentation including but not limited to illustrations printing plates designs layouts litographs calculations references to DIN standards product specifications or documents of any other kind including documents submitted digitally Ownership and intellectual property rights with respect to these documents are reserved 2 Ordering of goods by the Buyer shall be deemed a binding contractual offer Unless otherwise indicated in the order we shall be entitled to accept the contractual offer within 2 weeks of receipt by us 3 Acceptance can be expressed in writing e g by an acknowledgement or by delivery of the goods to the Buyer 3 Delivery deadline and delay in delivery 1 The delivery period is individually stipulated or indicated by us when accepting the order 2 If we are unable to meet firm delivery periods for reasons beyond our control non availability of performance we will inform the Buyer without undue delay and communicate the expected new delivery period at the same time If the performance is still not available within the new delivery period we shall be entitled to withdraw from the contract wholly or partly any consideration already paid by the Buyer will be reimbursed respectively without delay A particular instance of non availability of performance in this respect is late delivery to us by our suppliers if we have concluded a congruent covering transaction and non performance occurs neither to our nor to our supplier s fault or in case we are not obligated to supply the respective goods 3 Occurrence of default in delivery shall be determined by the relevant legal provisions An overdue notice by the Buyer shall be required in all cases however If we are in default of delivery the Buyer may demand lump sum compensation for the loss suffered The lump sum compensation shall be 0 5 of the net price delivery value per complete calendar week s default subject to a maximum of 5 of the delivery value of the goods delivered late We reserve the right to prove that the Buyer has suffered no loss at all or only a substantially smaller loss than the above lump sum 4 The Buyer s rights of withdrawal and cancellation especially due to impossibility of subsequent performance in accordance with Section 8 of these GTCs shall likewise remain unaffected 4 Delivery passing of risk acceptance delay in acceptance 1 Delivery is ex warehouse which is also the place of performance The goods will be sent to a different destination at the Buyer s request and expense sale to destination according to Buyer s instructions Unless otherwise agreed we are entitled to decide on the manner of shipping in particular the carrier routing and packaging 2 The risk of accidental loss and accidental deterioration of the goods is borne by the Buyer at delivery at the latest However in the case of sale to destination according to Buyer s instructions the risk of accidental loss and accidental deterioration of the goods and the risk of delay passes to the Buyer at handover of the goods to the forwarder carrier or other person or organisation carrying out the shipping If the agreement requires acceptance of the purchased goods acceptance determines the passing of risk The statutory provisions of the law on contracts for services shall apply analogously in other respects to an agreed acceptance Default of acceptance by the Buyer shall be deemed delivery or acceptance 3 If the Buyer is in default of acceptance fails to provide an act of assistance or if our delivery is delayed for other reasons for which the Buyer is responsible we are entitled to request compensation for the resulting damages including additional expenses e g storage costs For this we shall charge a flat rate compensation in the amount of 250 EUR per day beginning with the delivery deadline or in the absence of a delivery deadline with the notification that the goods are ready for shipment The proof of higher damages and our statutory claims in particular reimbursement of additional expenses reasonable compensation termination remain unaffected the flat rate is however to be offset against further monetary claims The Buyer reserves the right to prove that we did not suffer any damages at all or only substantially less damages than the afore mentioned flat rate Costs and take back of packaging are subject to a separate agreement 5 Price terms of payment 1 Unless otherwise agreed our prices current at the time of conclusion of contract shall be valid on the basis ex warehouse exclusive of VAT at the rate in force Customised designs layouts illustrations etc will be invoiced proportiona tely 2 For delivery charges our general terms of payment and delivery shall apply Possible taxes customs duties public duties charges and other incidental expenses shall be borne by the Buyer 3 Upon expiry of the above time for payment the Buyer is in default During the default period interest at the statutory default interest rate at the time shall be due on the purchase price We reserve the right to claim further damage caused by default Our claim against merchants for commercial interest after due date Section 353 of the German Commercial Code shall not be affected 4 The Buyer shall have rights of set off or retention only if the claim is res judicata or undisputed section 7 paragraph 6 clause 2 shall not be affected by defects in the delivery 5 If after conclusion of the contract it becomes apparent that our claim for payment of the purchase price is jeopardized by the Buyer s inability to pay e g an application for commencement of insolvency proceedings we shall be entitled in accordance with the provisions of law to refuse to perform and if necessary after fixing a time limit to withdraw from the contract Section 321 of the German Civil Code In the case of contracts for the manufacture of specific items making to specification we can withdraw immediately this shall not affect the legal provisions concerning the dispensability of fixing a time limit 6 Unless a fixed price has been agreed upon we reserve the right to appropriately modify our prices as a result of in or decreased costs including but not limited to collective agreements or changes in material prices insofar the change in costs occured after concluding the contract non consideration of the costs would compromise the contract s balance and modification of the prices is reasonable for the Buyer In case of such modification we will immediately inform the Buyer and submit evidence of the circumstances causing us to such modification 6 Reservation of title 1 We retain title to the goods sold until full payment of all our present and future claims arising from the contract of sale and current business relations secured claims 2 Until the secured claims have been satisfied in full the goods subject to retention of title shall not be pledged to a third party or assigned as security The Buyer shall notify us immediately in writing if and insofar as a third party executes attachment of our goods or if bankruptcy proceedings have been applied for 3 If the Buyer violates the contract in particular in case of failure to pay the purchase price when due we shall be entitled according to the provisions of law to withdraw from the contract and or to reclaim the goods on the basis of the retention of title Reclaiming does not at the same time constitute declaration of withdrawal instead we shall be entitled simply to reclaim the goods and to reserve the right of withdrawal If the Buyer does not pay the purchase price when due we may assert these rights only if we have first set the Buyer an appropriate time limit for payment without result or if setting a time limit may be dispensed with according to the provisions of law 4 The Buyer is authorised to resell and or to process the goods subject to retention of title in the ordinary course of business In this case the following provisions shall apply additionally a Retention of title extends to the full value of the products created by processing mixing or combining our goods in which context we shall be deemed the manufacturer If in the case of processing mixing or combining with third party goods the latter s retention of title still applies we shall acquire joint ownership in proportion to the invoice values of the processed mixed or combined goods In other respects the same rules shall apply to the product created as to the goods delivered subject to retention of title b The Buyer hereby assigns to us as security the claims against third parties arising from resale of the goods or product in total or if applicable in the amount of our joint ownership share according to the previous clause We accept assignment The Buyer s duties according to Section 2 shall also apply with regard to the claims assigned c The Buyer remains authorised to collect the claim with us We undertake not to collect the claim as long as the Buyer fulfils its payment obligations towards us is not in default of payment no application for commencement of insolvency GENERAL TERMS AND CONDITIONS OF SALE as of January 1st 2018 AGB 46

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