I. Scope

(1) The following General Terms and Conditions of Delivery and Payment of Silfox MB GmbH, Greven (hereinafter referred to as "Supplier") apply exclusively to entrepreneurs, legal entities under public law, and special public assets.

(2) All deliveries, services, offers, and order confirmations from the supplier are made exclusively on the basis of these General Terms and Conditions of Delivery. These are components of all contracts that the supplier enters into with its contractual partners (hereinafter also referred to as "client"). They also apply to all future deliveries, services, offers, or order confirmations to the client, even if they are not agreed upon separately again.

(3) The terms and conditions of the client or third parties do not apply, even if the supplier does not separately object to their validity in individual cases. Even if the supplier refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute an agreement to the validity of those terms and conditions.

II. Offer and Conclusion of Contract

(1) All offers from the supplier are non-binding and subject to change, unless they are expressly marked as binding or contain a specific acceptance period. If an order from the client qualifies as an offer, the contract, including these General Delivery and Payment Terms, is concluded by the written order confirmation from the supplier. If the order confirmation deviates from the order, this shall be considered a binding offer from the supplier.

(2) The only decisive factor for the legal relationships between the supplier and the client is the written purchase agreement, including these General Delivery and Payment Terms. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral commitments made by the supplier prior to the conclusion of this contract are legally non-binding, and oral agreements between the contracting parties are replaced by the written contract, unless it is expressly stated that they remain binding.

(3) Information provided by the supplier regarding the subject of the delivery or service (e.g. weights, dimensions, usability values, load capacities, tolerances, and technical data) as well as representations thereof (e.g. drawings and illustrations) are only approximately binding, unless the usability for the contractually intended purpose requires an exact match. They are not guaranteed quality features, but rather descriptions or labels of the delivery or service. Usual commercial deviations and deviations that occur due to legal regulations or represent technical improvements are permissible, provided they do not impair usability for the contractually intended purpose.

(4) The supplier reserves ownership or copyright of all offers and cost estimates provided by him, as well as drawings, illustrations, calculations, brochures, catalogues, models, tools, and other documents and aids made available to the client. The client may not make these items accessible to third parties, disclose them, use them himself or through third parties, or reproduce them without the express consent of the supplier, either as such or in content. Upon the supplier's request, he must return these items completely to the supplier and destroy any copies made, if they were made by him in the proper manner.

III. Prices and Payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are quoted in EURO ex works, plus packaging, the statutory value-added tax, freight, customs for export deliveries, as well as fees and other public charges.

(2) The supplier reserves the right to adjust its prices accordingly if, after the expiry of two months following the conclusion of the contract, there are cost reductions or cost increases, particularly due to tariff agreements or changes in material prices. The supplier will provide evidence of this to the client upon request.

(3) Unless otherwise agreed, the purchase price is payable immediately upon receipt of the invoice. The invoice will be issued on the day of delivery, partial delivery, or provision. Cheques and bills of exchange, the acceptance of which is reserved by the supplier, are only considered payment once they have been honoured. Any interest and expenses shall be borne by the client. If the client falls into arrears, the supplier is entitled to assert the legal rights arising therefrom.

(4) The buyer is only entitled to set-off rights if his counterclaims have been legally established, undisputed, or acknowledged by the supplier. Furthermore, he is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

(5) The supplier is entitled to carry out any outstanding deliveries or services only against advance payment or security if, after the conclusion of the contract, circumstances become known to him that are likely to significantly reduce the creditworthiness of the client and which jeopardise the payment of the supplier's outstanding claims by the client arising from the respective contractual relationship (including from other individual orders to which the same framework contract applies).

(6) The prices and delivery dates stated in the offers apply to the order data on which the offer submission is based. In the event of subsequent changes to the services at the request of the client, the supplier will make an adjustment to the price and delivery date.

IV. Sample material / provided materials / data exchange

(1) Sample material must be complete and delivered on time, clearly labelled with the quantity, with a reasonable processing surcharge, free at the supplier's works and free from third-party rights. If this requirement is not met, the delivery time will be extended accordingly. Except in cases of force majeure, the client shall bear the additional costs arising from production interruptions for which they are responsible as well as

Semi-finished products. With the handover of the sample material – even from other suppliers – the client acknowledges its processability. The supplier is not liable for defects in the material supplied by the client and their consequences. There will be no subsequent inspection of the quality and quantity of the sample material. The measurements determined during the pre-cutting in the supplier's premises are binding for the delivered quantities.

(2) The client is obliged to inform the supplier about the type, nature, and quality of the materials to be processed before the contract is concluded. The same applies if the material shows shrinkage, increase, discolouration, etc. Should

If product innovations (equipment, new materials, new material compositions) are processed or manufactured by the supplier with altered material behaviour, the client must point out this fact during the bidding phase. If this is not done, the supplier will adjust the prices accordingly. Claims for defects are excluded in these cases, provided that the altered material behaviour cannot be detected in the manufacturing process.

(3) If the supplier is unable to complete the order due to the absence of materials that the client is to provide, the supplier is entitled to invoice for all work already carried out in accordance with the order confirmation. (4) Materials, designs, films, slides, lithographs, and all other documents to be provided by the client are transported and stored at the supplier's premises at the client's risk. The supplier guarantees proper and appropriate storage of the client's materials. The client's materials are also not insured while in the supplier's possession. The same applies to damages and losses incurred by delivered materials at the supplier's subcontractors.

(5) Data supplied or transmitted by the client or by a third party engaged by them are not subject to any obligation of examination on the part of the supplier. The responsibility for data backup lies solely with the client. The client assures that there is neither technical nor copyright protection and indemnifies the supplier from all liability risks.

V. Delivery and Delivery Time

(1) Unless expressly agreed otherwise, deliveries shall be made ex works. (2) Any deadlines and dates for deliveries and services indicated by the supplier are always approximate, unless a fixed deadline or date has been expressly promised or agreed. If dispatch has been agreed, delivery deadlines and delivery dates refer to the time of handover to the carrier, freight forwarder, or any other third party commissioned with the transport.

(3) Delivery deadlines commence upon receipt of the last material and all other necessary documents, approvals, and the agreed deposits required for the fulfilment of the order. In the event of late material delivery by the client, the supplier is no longer bound by the specified delivery deadlines.

(4) During the examination of colour samples, proofs, final samples, clichés, embossing stamps, standing sheets, etc. by the client, the delivery time is interrupted until approval is granted.

(5) The supplier may – without prejudice to its rights arising from the default of the client – request an extension of delivery and performance deadlines or a postponement of delivery and performance dates for the period during which the client fails to meet its contractual obligations to the supplier. (6) The supplier is not liable for impossibilities of delivery or for delivery delays, insofar as these are caused by force majeure or other events that were not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or the failure to deliver, incorrect or untimely delivery by suppliers for which the supplier is not responsible. If such events significantly hinder or make delivery or performance impossible and the hindrance is not merely temporary, the supplier is entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or performance deadlines are extended or the delivery and performance dates are postponed by the duration of the hindrance plus a reasonable start-up period. If, as a result of the delay, the acceptance of the delivery or performance is unreasonable for the client, they may withdraw from the contract by immediate written declaration to the supplier.

(7) The supplier is entitled to partial deliveries and partial performance at any time, provided that this is reasonable for the client.

(8) If the supplier is in default with a delivery or service, or if a delivery or service becomes impossible for any reason, the supplier's liability for damages is limited in accordance with Clause VIII of these General Terms and Conditions of Delivery.

VI. Place of performance, shipping, packaging, transfer of risk

(1) The place of performance for all obligations arising from the contractual relationship is the registered office of the supplier, unless otherwise specified.

(2) The method of dispatch and the packaging are subject to the supplier's proper discretion.

(3) The risk passes to the client at the latest upon the handover of the delivery item (where the start of the loading process is decisive) to the freight forwarder, carrier, or any other third party designated for the execution of the shipment. This also applies if partial deliveries are made or if the supplier has taken on other services (e.g. shipping). If the shipment or handover is delayed due to a circumstance for which the client is responsible, the risk passes to the client from the day on which the delivery item is ready for dispatch and the supplier notifies the client of this.

(4) The shipment will only be insured by the supplier at the express request of the client and at their expense against theft, breakage, transport, fire and water damage, or other insurable risks.

VII. Warranty

(1) The limitation period for claims for defects is one year from handover. The period according to the preceding sentence 1 does not apply in cases of culpable violation of essential contractual obligations (obligations whose fulfilment enables the proper execution of the contract and on whose compliance the client regularly relies and may rely), gross negligence, intent, violation of life, body, health, in cases of fraudulent concealment, as well as in cases of recourse by the client based on the provisions regarding the sale of consumer goods; in these cases, the statutory limitation periods apply.

(2) The delivered items must be carefully examined immediately after delivery to the client or to a third party designated by them. They are deemed approved if the supplier does not receive a written notice of defects regarding obvious defects or other defects that were identifiable upon immediate, careful examination within seven working days after the delivery of the goods, or otherwise within seven working days after the discovery of the defect or any earlier point at which the defect was identifiable to the client during normal use of the goods without further examination.

(3) In the case of coloured reproductions in all printing processes, minor deviations from originals cannot be objected to. The same applies to the comparison between proofs and production prints. The supplier is only liable for lightfastness, variability or deviation of colours, as well as for the quality of coating, varnishing, cellophaning, etc., to the extent that defects in the materials were identifiable before their processing.

(4) In the case of material defects in the delivered items, the supplier is initially obliged and entitled, at their discretion within a reasonable period, to remedy the defect or provide a replacement. In the event of failure, i.e. impossibility, unreasonable burden, refusal, or unreasonable delay in remedying the defect or providing a replacement, the client may, without prejudice to any

Claims for damages may withdraw from the contract in accordance with the following clause VIII or reduce the purchase price appropriately.

(5) The warranty is void if the client changes the delivery item or has it changed by third parties without the supplier's consent, and this makes the rectification of defects impossible or unreasonably difficult. In any case, the client shall bear the additional costs of rectifying defects arising from the change.

(6) A delivery of used items agreed upon in individual cases with the client is made excluding any warranty for material defects.

(7) The supplier is always striving to deliver the full agreed quantity. However, over- or under-deliveries of up to 10% do not entitle the buyer to raise any objections. The delivered quantity will be invoiced.

VIII. Liability for Damages due to Fault

(1) The supplier's liability for damages, regardless of the legal basis, particularly due to impossibility, delay, defective or incorrect delivery, breach of contract, violation of duties during contract negotiations, and tortious acts is, insofar as fault is relevant in each case, limited in accordance with the provisions of this clause VIII.

(2) The supplier is not liable in the case of simple negligence by its organs, legal representatives, employees or other vicarious agents, unless it involves a breach of essential contractual obligations (see also Clause VII. 1).

(3) Insofar as the supplier is liable for damages in principle according to Clause VIII (2), this liability is limited to damages that the supplier foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract, or that he should have foreseen with the application of customary care. Indirect damages and consequential damages resulting from defects in the delivery item are also only compensable to the extent that such damages are typically to be expected with proper use of the delivery item.

(4) The above exclusions and limitations of liability apply equally in favour of the organs, legal representatives, employees, and other agents of the supplier.

(5) Insofar as the supplier provides technical information or acts in a consulting capacity, and such information or advice does not fall within the scope of services owed by him under the contract, this is done free of charge and excludes any liability.

(6) The limitations of this clause VIII do not apply to the liability of the supplier for grossly negligent or intentional conduct, for guaranteed quality characteristics, for violations of life, body or health, or under the Product Liability Act.

IX. Retention of Title, Ownership Rights

(1) The ownership retention agreed upon below serves to secure all current and future claims of the supplier against the client arising from the business relationship existing between the contracting parties (including balance claims from a current account relationship limited to this business relationship).

(2) The goods delivered by the supplier to the client remain the property of the supplier until full payment of all secured claims has been made. The goods, as well as any goods that replace them in accordance with the following provisions and are covered by the retention of title, shall hereinafter be referred to as reserved goods.

(3) Stereos, embossing plates, punches, and the like remain the property of the supplier.

(4) The client stores the reserved goods free of charge for the supplier. (5) The client is obliged to handle the reserved goods with care; in particular, he is obliged to insure them at his own expense against fire, water, and.

(6) The client is entitled to process and sell the reserved goods in the ordinary course of business until the occurrence of the realisation event (Clause IX (11)). Pledges and security transfers are not permitted.

(7) If the reserved goods are processed by the client, it is agreed that the processing is carried out in the name and for the account of the supplier as the manufacturer, and the supplier acquires immediate ownership or – if the processing involves materials from several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in proportion to the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership occurs for the supplier, the client hereby transfers their future ownership or – in the aforementioned proportion – co-ownership of the newly created item as security to the supplier. If the reserved goods are combined with other items to form a single item or are inseparably mixed, and one of the other items is to be regarded as the principal item, the supplier, to the extent that the principal item belongs to them, transfers to the client a proportionate share of the co-ownership of the single item in the ratio mentioned in sentence 1.

(8) In the event of the resale of the reserved goods, the client hereby assigns the resulting claim against the purchaser to the supplier as a precautionary measure – in the case of co-ownership of the supplier in the reserved goods, proportionately according to the share of co-ownership. The same applies to other claims that replace the reserved goods or arise in relation to the reserved goods, such as insurance claims or claims arising from unlawful acts in the event of loss and destruction. The supplier authorises the client, revocably, to collect the claims assigned to the supplier in their own name. The supplier may only revoke this collection authorisation in the event of realisation.

(9) If third parties access the reserved goods, particularly through seizure, the client shall immediately inform them of the supplier's ownership and notify the supplier in order to enable the enforcement of their property rights. If the third party is unable to reimburse the supplier for the legal or extrajudicial costs incurred in this context, the client shall be liable to the supplier for these costs.

(10) At the request of the client, the supplier is obliged to release securities at the supplier's discretion if their realisable value exceeds 10% of the claims to be secured by the supplier.

(11) If the supplier withdraws from the contract due to a breach of contract by the client – particularly in the case of payment default – (realisation case), he is entitled to demand the return of the reserved goods.

X. Copyright

The client is solely responsible for the examination of the rights to reproduce all print and colour tone templates.

XI. Use of References

The supplier has the right to use the contractual services and deliveries and their designs for the client, mentioning the client's name as a reference for self-promotion. This also applies to self-promotion on the internet, particularly on the supplier's homepage.

XII. Jurisdiction, Applicable Law, Severability Clause

(1) The place of jurisdiction for any disputes arising from the business relationship between the supplier and the client, provided that the client is a merchant, a legal entity under public law, or a public law special fund, shall be at the discretion of the supplier either the location of the supplier or the business premises of the client. For claims against the supplier, in these cases, the business premises of the supplier shall be the exclusive place of jurisdiction. Mandatory legal provisions regarding exclusive places of jurisdiction shall remain unaffected by this regulation.

(2) The relationships between the supplier and the client are exclusively governed by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

(3) Sollten einzelne Regelungen dieser Allgemeinen Liefer- und Zahlungsbedingungen nichtig oder unwirksam sein, berührt dies die Wirksamkeit der übrigen Bestimmungen nicht.

As of 01.01.2025

I. Scope

(1) The following General Terms and Conditions of Delivery and Payment of Silfox MB GmbH, Greven (hereinafter referred to as "Supplier") apply exclusively to entrepreneurs, legal entities under public law, and special public assets.

(2) All deliveries, services, offers, and order confirmations from the supplier are made exclusively on the basis of these General Terms and Conditions of Delivery. These are components of all contracts that the supplier enters into with its contractual partners (hereinafter also referred to as "client"). They also apply to all future deliveries, services, offers, or order confirmations to the client, even if they are not agreed upon separately again.

(3) The terms and conditions of the client or third parties do not apply, even if the supplier does not separately object to their validity in individual cases. Even if the supplier refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute an agreement to the validity of those terms and conditions.

II. Offer and Conclusion of Contract

(1) All offers from the supplier are non-binding and subject to change, unless they are expressly marked as binding or contain a specific acceptance period. If an order from the client qualifies as an offer, the contract, including these General Delivery and Payment Terms, is concluded by the written order confirmation from the supplier. If the order confirmation deviates from the order, this shall be considered a binding offer from the supplier.

(2) The only decisive factor for the legal relationships between the supplier and the client is the written purchase agreement, including these General Delivery and Payment Terms. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral commitments made by the supplier prior to the conclusion of this contract are legally non-binding, and oral agreements between the contracting parties are replaced by the written contract, unless it is expressly stated that they remain binding.

(3) Information provided by the supplier regarding the subject of the delivery or service (e.g. weights, dimensions, usability values, load capacities, tolerances, and technical data) as well as representations thereof (e.g. drawings and illustrations) are only approximately binding, unless the usability for the contractually intended purpose requires an exact match. They are not guaranteed quality features, but rather descriptions or labels of the delivery or service. Usual commercial deviations and deviations that occur due to legal regulations or represent technical improvements are permissible, provided they do not impair usability for the contractually intended purpose.

(4) The supplier reserves ownership or copyright of all offers and cost estimates provided by him, as well as drawings, illustrations, calculations, brochures, catalogues, models, tools, and other documents and aids made available to the client. The client may not make these items accessible to third parties, disclose them, use them himself or through third parties, or reproduce them without the express consent of the supplier, either as such or in content. Upon the supplier's request, he must return these items completely to the supplier and destroy any copies made, if they were made by him in the proper manner.

III. Prices and Payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are quoted in EURO ex works, plus packaging, the statutory value-added tax, freight, customs for export deliveries, as well as fees and other public charges.

(2) The supplier reserves the right to adjust its prices accordingly if, after the expiry of two months following the conclusion of the contract, there are cost reductions or cost increases, particularly due to tariff agreements or changes in material prices. The supplier will provide evidence of this to the client upon request.

(3) Unless otherwise agreed, the purchase price is payable immediately upon receipt of the invoice. The invoice will be issued on the day of delivery, partial delivery, or provision. Cheques and bills of exchange, the acceptance of which is reserved by the supplier, are only considered payment once they have been honoured. Any interest and expenses shall be borne by the client. If the client falls into arrears, the supplier is entitled to assert the legal rights arising therefrom.

(4) The buyer is only entitled to set-off rights if his counterclaims have been legally established, undisputed, or acknowledged by the supplier. Furthermore, he is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

(5) The supplier is entitled to carry out any outstanding deliveries or services only against advance payment or security if, after the conclusion of the contract, circumstances become known to him that are likely to significantly reduce the creditworthiness of the client and which jeopardise the payment of the supplier's outstanding claims by the client arising from the respective contractual relationship (including from other individual orders to which the same framework contract applies).

(6) The prices and delivery dates stated in the offers apply to the order data on which the offer submission is based. In the event of subsequent changes to the services at the request of the client, the supplier will make an adjustment to the price and delivery date.

IV. Sample material / provided materials / data exchange

(1) Sample material must be complete and delivered on time, clearly labelled with the quantity, with a reasonable processing surcharge, free at the supplier's works and free from third-party rights. If this requirement is not met, the delivery time will be extended accordingly. Except in cases of force majeure, the client shall bear the additional costs arising from production interruptions for which they are responsible as well as

Semi-finished products. With the handover of the sample material – even from other suppliers – the client acknowledges its processability. The supplier is not liable for defects in the material supplied by the client and their consequences. There will be no subsequent inspection of the quality and quantity of the sample material. The measurements determined during the pre-cutting in the supplier's premises are binding for the delivered quantities.

(2) The client is obliged to inform the supplier about the type, nature, and quality of the materials to be processed before the contract is concluded. The same applies if the material shows shrinkage, increase, discolouration, etc. Should

If product innovations (equipment, new materials, new material compositions) are processed or manufactured by the supplier with altered material behaviour, the client must point out this fact during the bidding phase. If this is not done, the supplier will adjust the prices accordingly. Claims for defects are excluded in these cases, provided that the altered material behaviour cannot be detected in the manufacturing process.

(3) If the supplier is unable to complete the order due to the absence of materials that the client is to provide, the supplier is entitled to invoice for all work already carried out in accordance with the order confirmation. (4) Materials, designs, films, slides, lithographs, and all other documents to be provided by the client are transported and stored at the supplier's premises at the client's risk. The supplier guarantees proper and appropriate storage of the client's materials. The client's materials are also not insured while in the supplier's possession. The same applies to damages and losses incurred by delivered materials at the supplier's subcontractors.

(5) Data supplied or transmitted by the client or by a third party engaged by them are not subject to any obligation of examination on the part of the supplier. The responsibility for data backup lies solely with the client. The client assures that there is neither technical nor copyright protection and indemnifies the supplier from all liability risks.

V. Delivery and Delivery Time

(1) Unless expressly agreed otherwise, deliveries shall be made ex works. (2) Any deadlines and dates for deliveries and services indicated by the supplier are always approximate, unless a fixed deadline or date has been expressly promised or agreed. If dispatch has been agreed, delivery deadlines and delivery dates refer to the time of handover to the carrier, freight forwarder, or any other third party commissioned with the transport.

(3) Delivery deadlines commence upon receipt of the last material and all other necessary documents, approvals, and the agreed deposits required for the fulfilment of the order. In the event of late material delivery by the client, the supplier is no longer bound by the specified delivery deadlines.

(4) During the examination of colour samples, proofs, final samples, clichés, embossing stamps, standing sheets, etc. by the client, the delivery time is interrupted until approval is granted.

(5) The supplier may – without prejudice to its rights arising from the default of the client – request an extension of delivery and performance deadlines or a postponement of delivery and performance dates for the period during which the client fails to meet its contractual obligations to the supplier. (6) The supplier is not liable for impossibilities of delivery or for delivery delays, insofar as these are caused by force majeure or other events that were not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or the failure to deliver, incorrect or untimely delivery by suppliers for which the supplier is not responsible. If such events significantly hinder or make delivery or performance impossible and the hindrance is not merely temporary, the supplier is entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or performance deadlines are extended or the delivery and performance dates are postponed by the duration of the hindrance plus a reasonable start-up period. If, as a result of the delay, the acceptance of the delivery or performance is unreasonable for the client, they may withdraw from the contract by immediate written declaration to the supplier.

(7) The supplier is entitled to partial deliveries and partial performance at any time, provided that this is reasonable for the client.

(8) If the supplier is in default with a delivery or service, or if a delivery or service becomes impossible for any reason, the supplier's liability for damages is limited in accordance with Clause VIII of these General Terms and Conditions of Delivery.

VI. Place of performance, shipping, packaging, transfer of risk

(1) The place of performance for all obligations arising from the contractual relationship is the registered office of the supplier, unless otherwise specified.

(2) The method of dispatch and the packaging are subject to the supplier's proper discretion.

(3) The risk passes to the client at the latest upon the handover of the delivery item (where the start of the loading process is decisive) to the freight forwarder, carrier, or any other third party designated for the execution of the shipment. This also applies if partial deliveries are made or if the supplier has taken on other services (e.g. shipping). If the shipment or handover is delayed due to a circumstance for which the client is responsible, the risk passes to the client from the day on which the delivery item is ready for dispatch and the supplier notifies the client of this.

(4) The shipment will only be insured by the supplier at the express request of the client and at their expense against theft, breakage, transport, fire and water damage, or other insurable risks.

VII. Warranty

(1) The limitation period for claims for defects is one year from handover. The period according to the preceding sentence 1 does not apply in cases of culpable violation of essential contractual obligations (obligations whose fulfilment enables the proper execution of the contract and on whose compliance the client regularly relies and may rely), gross negligence, intent, violation of life, body, health, in cases of fraudulent concealment, as well as in cases of recourse by the client based on the provisions regarding the sale of consumer goods; in these cases, the statutory limitation periods apply.

(2) The delivered items must be carefully examined immediately after delivery to the client or to a third party designated by them. They are deemed approved if the supplier does not receive a written notice of defects regarding obvious defects or other defects that were identifiable upon immediate, careful examination within seven working days after the delivery of the goods, or otherwise within seven working days after the discovery of the defect or any earlier point at which the defect was identifiable to the client during normal use of the goods without further examination.

(3) In the case of coloured reproductions in all printing processes, minor deviations from originals cannot be objected to. The same applies to the comparison between proofs and production prints. The supplier is only liable for lightfastness, variability or deviation of colours, as well as for the quality of coating, varnishing, cellophaning, etc., to the extent that defects in the materials were identifiable before their processing.

(4) In the case of material defects in the delivered items, the supplier is initially obliged and entitled, at their discretion within a reasonable period, to remedy the defect or provide a replacement. In the event of failure, i.e. impossibility, unreasonable burden, refusal, or unreasonable delay in remedying the defect or providing a replacement, the client may, without prejudice to any

Claims for damages may withdraw from the contract in accordance with the following clause VIII or reduce the purchase price appropriately.

(5) The warranty is void if the client changes the delivery item or has it changed by third parties without the supplier's consent, and this makes the rectification of defects impossible or unreasonably difficult. In any case, the client shall bear the additional costs of rectifying defects arising from the change.

(6) A delivery of used items agreed upon in individual cases with the client is made excluding any warranty for material defects.

(7) The supplier is always striving to deliver the full agreed quantity. However, over- or under-deliveries of up to 10% do not entitle the buyer to raise any objections. The delivered quantity will be invoiced.

VIII. Liability for Damages due to Fault

(1) The supplier's liability for damages, regardless of the legal basis, particularly due to impossibility, delay, defective or incorrect delivery, breach of contract, violation of duties during contract negotiations, and tortious acts is, insofar as fault is relevant in each case, limited in accordance with the provisions of this clause VIII.

(2) The supplier is not liable in the case of simple negligence by its organs, legal representatives, employees or other vicarious agents, unless it involves a breach of essential contractual obligations (see also Clause VII. 1).

(3) Insofar as the supplier is liable for damages in principle according to Clause VIII (2), this liability is limited to damages that the supplier foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract, or that he should have foreseen with the application of customary care. Indirect damages and consequential damages resulting from defects in the delivery item are also only compensable to the extent that such damages are typically to be expected with proper use of the delivery item.

(4) The above exclusions and limitations of liability apply equally in favour of the organs, legal representatives, employees, and other agents of the supplier.

(5) Insofar as the supplier provides technical information or acts in a consulting capacity, and such information or advice does not fall within the scope of services owed by him under the contract, this is done free of charge and excludes any liability.

(6) The limitations of this clause VIII do not apply to the liability of the supplier for grossly negligent or intentional conduct, for guaranteed quality characteristics, for violations of life, body or health, or under the Product Liability Act.

IX. Retention of Title, Ownership Rights

(1) The ownership retention agreed upon below serves to secure all current and future claims of the supplier against the client arising from the business relationship existing between the contracting parties (including balance claims from a current account relationship limited to this business relationship).

(2) The goods delivered by the supplier to the client remain the property of the supplier until full payment of all secured claims has been made. The goods, as well as any goods that replace them in accordance with the following provisions and are covered by the retention of title, shall hereinafter be referred to as reserved goods.

(3) Stereos, embossing plates, punches, and the like remain the property of the supplier.

(4) The client stores the reserved goods free of charge for the supplier. (5) The client is obliged to handle the reserved goods with care; in particular, he is obliged to insure them at his own expense against fire, water, and.

(6) The client is entitled to process and sell the reserved goods in the ordinary course of business until the occurrence of the realisation event (Clause IX (11)). Pledges and security transfers are not permitted.

(7) If the reserved goods are processed by the client, it is agreed that the processing is carried out in the name and for the account of the supplier as the manufacturer, and the supplier acquires immediate ownership or – if the processing involves materials from several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in proportion to the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership occurs for the supplier, the client hereby transfers their future ownership or – in the aforementioned proportion – co-ownership of the newly created item as security to the supplier. If the reserved goods are combined with other items to form a single item or are inseparably mixed, and one of the other items is to be regarded as the principal item, the supplier, to the extent that the principal item belongs to them, transfers to the client a proportionate share of the co-ownership of the single item in the ratio mentioned in sentence 1.

(8) In the event of the resale of the reserved goods, the client hereby assigns the resulting claim against the purchaser to the supplier as a precautionary measure – in the case of co-ownership of the supplier in the reserved goods, proportionately according to the share of co-ownership. The same applies to other claims that replace the reserved goods or arise in relation to the reserved goods, such as insurance claims or claims arising from unlawful acts in the event of loss and destruction. The supplier authorises the client, revocably, to collect the claims assigned to the supplier in their own name. The supplier may only revoke this collection authorisation in the event of realisation.

(9) If third parties access the reserved goods, particularly through seizure, the client shall immediately inform them of the supplier's ownership and notify the supplier in order to enable the enforcement of their property rights. If the third party is unable to reimburse the supplier for the legal or extrajudicial costs incurred in this context, the client shall be liable to the supplier for these costs.

(10) At the request of the client, the supplier is obliged to release securities at the supplier's discretion if their realisable value exceeds 10% of the claims to be secured by the supplier.

(11) If the supplier withdraws from the contract due to a breach of contract by the client – particularly in the case of payment default – (realisation case), he is entitled to demand the return of the reserved goods.

X. Copyright

The client is solely responsible for the examination of the rights to reproduce all print and colour tone templates.

XI. Use of References

The supplier has the right to use the contractual services and deliveries and their designs for the client, mentioning the client's name as a reference for self-promotion. This also applies to self-promotion on the internet, particularly on the supplier's homepage.

XII. Jurisdiction, Applicable Law, Severability Clause

(1) The place of jurisdiction for any disputes arising from the business relationship between the supplier and the client, provided that the client is a merchant, a legal entity under public law, or a public law special fund, shall be at the discretion of the supplier either the location of the supplier or the business premises of the client. For claims against the supplier, in these cases, the business premises of the supplier shall be the exclusive place of jurisdiction. Mandatory legal provisions regarding exclusive places of jurisdiction shall remain unaffected by this regulation.

(2) The relationships between the supplier and the client are exclusively governed by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

(3) Sollten einzelne Regelungen dieser Allgemeinen Liefer- und Zahlungsbedingungen nichtig oder unwirksam sein, berührt dies die Wirksamkeit der übrigen Bestimmungen nicht.

As of 01.01.2025