General Terms of Business, Payment and Delivery.

I. Scope / Conclusion of Contract

Our General Terms and Conditions apply exclusively; we do not recognise any conflicting terms or terms deviating from ours unless we have expressly agreed to them in writing. Orders are executed exclusively on the basis of the following conditions. Deviating arrangements require written confirmation.

II. Prices

1. The prices stated in the contractor's offer apply on the condition that the order data underlying the offer remain unchanged, but at the latest for six weeks after receipt of the offer by the client. For orders involving delivery to third parties, the orderer shall be deemed the client unless otherwise expressly agreed. The contractor's prices do not include value added tax and apply ex works. They do not include additional costs for deliveries abroad, for express, urgent shipments and special packaging.
2. Follow-up orders are not bound to previous prices.
3. Subsequent changes initiated by the client, including any resulting machine downtime, shall be charged to the client. Subsequent changes also include repetitions of proof prints requested by the client due to minor deviations from the original, as well as author's corrections to print templates.
4. Sketches, drafts, sample typesetting, proof prints, proofs, modification of supplied / transmitted data and similar preliminary work initiated by the client shall be charged at the applicable rates, even if no order materialises.

III. Placing and Acceptance of Orders

1. The order is deemed accepted once the order has been confirmed by the contractor in writing. Changes require written confirmation.

IV. Payment

1. Payment must be made immediately upon receipt of the invoice without any deduction. Any discount agreement does not apply to freight, postage, insurance or other shipping costs.
2. In the case of extraordinary advance performance, a reasonable advance payment may be demanded.
3. If, after conclusion of the contract, it becomes apparent that the fulfilment of the payment claim is jeopardised by the client's lack of ability to perform, the contractor may demand advance payment, withhold goods not yet delivered and stop further work. The contractor is also entitled to these rights if the client is in default with the payment of deliveries based on the same legal relationship. Section 321 (2) of the German Civil Code (BGB) remains unaffected.
4. In the event of default in payment, default interest of 8 % above the base interest rate shall be payable. The assertion of further damages caused by default is not excluded hereby. If the client does not pay the price including the ancillary costs pursuant to clause II ("Prices") within 30 days of receipt of the invoice and delivery of the goods, the client shall be in default even without a reminder.

V. Delivery

1. The contractor is entitled to make partial deliveries. Deliveries reported as ready for dispatch must be called off immediately, otherwise we are entitled to store them at the orderer's cost and risk at our own discretion and to charge for them as delivered.
2. Delivery dates are only valid if expressly confirmed by the contractor. If the contract is concluded in writing, confirmation of the delivery date also requires written form.
3. The client is only entitled to withdraw from the contract due to non-compliance with a delivery deadline once a reasonable grace period set for the contractor to render performance has expired. The grace period requires written form.
4. Operational disruptions — both at the contractor's premises and at those of a supplier — such as strike, lockout and all other cases of force majeure, only entitle the client to terminate the contract if further waiting can no longer reasonably be expected of the client; otherwise the agreed delivery period is extended by the duration of the delay. However, termination is possible at the earliest four weeks after the occurrence of the operational disruption described above. The contractor's liability is excluded in these cases.
5. If the goods are to be dispatched, the risk passes to the client as soon as the consignment has been handed over to the person carrying out the transport.

VI. Retention of Title

1. The delivered goods remain the property of the contractor until full payment of all claims of the contractor against the client existing as at the invoice date.
2. The client is entitled to dispose of or process the goods owned by the contractor in the ordinary course of business, as long as the client meets their obligations towards the contractor arising from the business relationship in a timely manner.
3. As security, the client hereby assigns to the contractor the purchase price claims or other remuneration claims, including all ancillary rights and value added tax, that arise from the resale of the reserved goods against the client's customers.
4. In the event of treatment or processing of goods delivered by and owned by the contractor, the contractor shall be deemed the manufacturer pursuant to Section 950 BGB and shall retain ownership of the products at all times during processing. If third parties are involved in the treatment or processing, the contractor is limited to a co-ownership share equal to the invoice value of the reserved goods. The ownership thus acquired shall be deemed reserved ownership.
5. Pledging or transfer by way of security of goods subject to retention of title is prohibited to the client in any case.
6. In the event of access by third parties to the reserved goods, e.g. through seizure, the client is obliged to point out the contractor's ownership in writing and to inform the contractor thereof without delay.
7. In the event of conduct by the client in breach of contract, in particular default in payment, or breach of an obligation under paragraph 6, the contractor is entitled to withdraw from the contract and demand the return of the delivery item.
8. The client is entitled to collect the claims assigned to us until revoked. The contractor may not exercise this right of revocation as long as the client duly meets their payment obligations from the business relationship and as long as no circumstances become known that significantly limit the client's creditworthiness. If the conditions for exercising the right of revocation are met, the contractor may demand that the client immediately disclose the assigned claims and their debtors, provide all information required to collect these claims, hand over the relevant documents to the contractor and notify the debtor of the assignment in writing. The contractor may also notify the debtor of the assignment itself.
9. If the realisable value of all existing securities exceeds the secured claims in total by more than 20 %, the contractor is obliged, at the client's request, to release securities of the contractor's choice.

VII. Complaints / Warranties

1. The client must in any case immediately check the conformity of the goods as well as the preliminary and intermediate products sent for correction. The risk of any errors passes to the client upon the declaration of readiness for printing / readiness for production, unless these are errors that only arose or could be recognised during the production process following the declaration of readiness for printing / readiness for production. The same applies to all other release declarations of the client.
2. Complaints must be reported in writing immediately upon receipt of the goods in accordance with Sections 377, 378 of the German Commercial Code (HGB); otherwise the assertion of warranty claims is excluded.
3. In the case of justified complaints, the contractor is initially obliged and entitled, at the contractor's choice, to remedy the defect and/or provide a replacement delivery. If the contractor fails to meet this obligation within a reasonable period or if the remedy fails despite repeated attempts, the client may demand a reduction in remuneration (abatement) or cancellation of the contract (withdrawal).
4. Defects in part of the delivered goods do not entitle the client to complain about the entire delivery, unless the partial delivery is of no interest to the client.
5. In the case of colour reproductions in all manufacturing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between other templates (e.g. digital proofs, proof prints) and the end product. Furthermore, liability for defects that do not impair the value or fitness for use, or do so only insignificantly, is excluded.
6. The contractor is liable for deviations in the quality of the material used only up to the amount of the order value.
7. Supplies (including data carriers, transmitted data) by the client or by a third party engaged by the client are not subject to any obligation of inspection on the part of the contractor. This does not apply to data that is obviously unprocessable or unreadable. For data transmissions, the client must, prior to sending, use protection programs against computer viruses corresponding to the latest state of the art. Data backup is the sole responsibility of the client. The contractor is entitled to make a copy.
8. Excess or short deliveries of up to 10 % of the ordered quantity cannot be objected to. The quantity delivered will be charged. For deliveries from special paper productions under 1,000 kg, the percentage increases to 20 %, and under 2,000 kg to 15 %.

VIII. Liability

1. Claims by the client for damages and reimbursement of expenses, on whatever legal grounds, are excluded.
2. This exclusion of liability does not apply
   • in the case of damage caused intentionally or by gross negligence,
   • in the case of slightly negligent breach of essential contractual obligations, including by legal representatives or vicarious agents of the contractor; in this respect, the contractor is liable only for the foreseeable, contract-typical, direct average damage according to the type of product,
   • in the case of culpable injury to the life, body or health of the client,
   • in the case of fraudulently concealed defects and an assumed guarantee for the quality of the goods,
   • in the case of claims under the Product Liability Act.

IX. Limitation Period

Claims of the client for warranty and damages (clauses VI. and VII.), with the exception of the damages claims mentioned under clause VII. 2., become time-barred within one year, beginning with the delivery of the goods. This does not apply insofar as the contractor has acted fraudulently.

X. Trade Custom

In commercial dealings, the trade customs of the printing industry apply (e.g. no obligation to hand over intermediate products such as data, lithos or printing plates, tools and clichés created for the manufacture of the owed end product), unless a deviating order has been placed. All tools and clichés required for production are the property of the contractor.

XI. Archiving

Products belonging to the client, in particular data and data carriers, are archived by the contractor beyond the time of handing over the end product to the client or their vicarious agents only by express agreement and against special remuneration. If the aforementioned items are to be insured, the client must arrange this themselves in the absence of an agreement.

XII. Periodic Work (Call-off Orders) and Default of Acceptance

Contracts for regularly recurring work may, unless otherwise agreed, be terminated with a notice period of at least 3 months to the end of a month.

Unless other dates are expressly agreed, call-off orders are subject to an acceptance period of no more than 12 months. If this period is exceeded, the contractor is entitled, from that point on and at the contractor's choice, to increase the price by 1 % per further month for storage costs, capital service and the like, to charge the total quantity, to deliver it to the client or to store it at the client's expense. This also applies in the event that the acceptance of ordered quantities does not take place at the agreed time. In both cases, the quality and risk pass to the client at the time of default of acceptance.

XIII. Industrial Property Rights / Copyright

The client is solely liable if the execution of their order infringes the rights of third parties, in particular copyrights. The client shall indemnify the contractor against all claims by third parties due to such an infringement of rights.

XIV. Place of Performance, Place of Jurisdiction, Validity

1. If the client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the place of performance and jurisdiction for all disputes arising from the contractual relationship, including cheque, bill of exchange and documentary proceedings, shall be the contractor's registered office. German law applies to the contractual relationship. The UN Convention on Contracts for the International Sale of Goods is excluded.
2. The validity of the remaining provisions shall not be affected by any invalidity of one or more provisions.

k-h-t GmbH & Co. KG, Erftstraße 9, 41238 Mönchengladbach, Germany · Registered office: Mönchengladbach, Local court (Amtsgericht) Mönchengladbach HRA 10280 · General partner: k-h-t Verwaltungs GmbH, Amtsgericht Mönchengladbach HRB 24000 · VAT ID: DE814894959