Terms of business, delivery and payment

I. Scope

The fulfillment of orders by Nagels Druck GmbH (hereinafter referred to as the Contractor) is subject to the following terms and conditions. Any deviating provisions must be made in writing.

II. consideration

1. The prices stated in the Contractor's offer shall apply subject to the proviso that the order data on which the offer was based remain unchanged. The Contractor's prices do not include value added tax. The Contractor's prices are ex works. They do not include packaging, freight, postage, insurance and other shipping costs.

2. Subsequent changes at the instigation of the customer, including the machine downtime caused thereby, shall be charged to the customer. Subsequent changes shall also include repetitions of proofs requested by the customer due to minor deviations from the original.

3. Sketches, drafts, sample typesetting, sample prints, samples and similar preliminary work initiated by the customer shall be charged even if the order is not placed. The provisions of Section IX shall apply accordingly.

III. payment

1. Payment (net price plus VAT) shall be made within 21 calendar days of the invoice date without deduction. The invoice shall be issued under the date of delivery, partial delivery or readiness for delivery (collection debt, default of acceptance). Bills of exchange shall only be accepted by special agreement and on account of payment without granting a discount. Discount and expenses shall be borne by the customer. They are to be paid immediately by the customer. The contractor shall not be liable for the timely presentation, protest, notification and return of the bill of exchange in the event of dishonor, unless he or his vicarious agents are guilty of intent or gross negligence.

2. If unusually large quantities of paper or cardboard, special materials or advance services are provided, advance payment may be required for this.

3. The client may only offset against an undisputed or legally established claim. A client who is a registered trader within the meaning of the German Commercial Code (HGB) shall not be entitled to rights of retention and set-off. However, the rights under Section 320 of the German Civil Code (BGB) shall remain in effect as long as and to the extent that the Contractor has not fulfilled its obligations under Section VI 3.

IV. Complaints/liability of the contractor

1. The client must check the contractual conformity of the delivered goods as well as the preliminary and intermediate products sent for correction in every case. The risk of any errors shall pass to the customer upon the declaration of readiness for printing, unless these are errors which only occurred or could only be detected in the production process following the declaration of readiness for printing. The same applies to all other declarations of release by the customer for further production.

2. Complaints are only admissible within one week after receipt of the goods. Hidden defects which cannot be found after immediate inspection may only be asserted against the Contractor if the complaint is received by the Contractor within 6 months after the goods have left the supplying plant.

3. In the event of justified complaints, the Contractor shall be obligated, at its discretion and to the exclusion of other claims, to rectify the defect and/or make a replacement delivery up to the amount of the order value, unless a warranted characteristic is missing or the Contractor or its vicarious agents are guilty of intent or gross negligence. The same shall apply in the event of a justified complaint regarding the repair or replacement delivery. However, in the event of delayed, omitted or unsuccessful rectification or replacement delivery, the Customer may withdraw from the contract. § 323 para. 2 BGB remains unaffected. Liability for consequential harm caused by a defect shall be excluded unless the Contractor or its vicarious agent is guilty of intent or gross negligence. If the order involves contract finishing work or further processing of printed products, the Contractor shall not be liable for the resulting impairment of the product to be finished or further processed, unless the damage was caused intentionally or by gross negligence.

4. Defects of a part of the delivered goods do not entitle to complain about the entire delivery, unless the partial delivery is of no interest for the customer.

5. In the case of color reproductions in all printing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between press proofs and production runs.

6. The Contractor shall only be liable for deviations in the quality of the material used up to the amount of its own claims against the respective supplier. In such a case, the Contractor shall be released from its liability if it assigns its claims against the supplier to the Customer. The Contractor shall be liable like a guarantor insofar as claims against the supplier do not exist due to the fault of the Contractor or such claims are not enforceable.

7. Excess or short deliveries of up to 10% of the ordered quantity cannot be objected to. The delivered quantity will be calculated. In the case of deliveries of special paper products weighing less than 1,000 kg, the percentage shall be increased to 20 % and less than 2,000 kg to 15 %.

V. Default of payment

1. If the fulfillment of the payment claim is endangered due to a deterioration of the financial circumstances of the Customer which occurred or became known after the conclusion of the contract, the Contractor may demand advance payment and immediate payment of all outstanding invoices, including those not yet due, withhold goods not yet delivered and stop further work on orders still in progress. The Contractor shall also be entitled to these rights if the Customer does not make any payment despite its reminder justified by default.

2. In the event of default in payment, interest on arrears shall be paid at the statutory rate. This does not exclude the assertion of further damage caused by default.

VI Delivery/Delay in Delivery

1. The Contractor shall carry out the shipment for the Client with due care, but shall only be liable for intent and gross negligence. The goods are insured according to the respective forwarding conditions of the carrier.

2. Delivery dates are only valid if they are expressly confirmed by the contractor. If the contract is concluded in writing, the confirmation of the delivery date must also be in writing.

3. If the Contractor is in default with its services, it shall first be granted a reasonable grace period. After fruitless expiry of the grace period, the Customer may withdraw from the contract. § Section 323 (2) BGB shall remain unaffected. Compensation for damages caused by delay can only be demanded up to the amount of the order value (own work excluding preliminary work and material).

4. Operational disruptions - both in the Contractor's business and in that of a supplier - in particular strikes, lockouts, war, riots and all other cases of force majeure shall not entitle the Contractor to terminate the contractual relationship. The principles regarding the discontinuation of the basis of business shall remain unaffected.

5. The delivered goods shall remain the property of the Contractor until full payment of all claims of the Contractor against the Customer existing on the invoice date. The Customer shall only be entitled to resell the goods in the ordinary course of business. The Customer hereby assigns its claims from the resale to the Contractor. The Contractor hereby accepts the assignment.

6. The Contractor shall be entitled to a right of retention in accordance with § 369 of the German Commercial Code (HGB) in respect of clichés, manuscripts, raw materials and other items supplied by the Client until all due claims arising from the business relationship have been satisfied in full.

VII Custody, Insurance

1. Artwork, raw materials, print carriers and other items for reuse as well as semi-finished and finished products shall only be stored beyond the delivery date by prior agreement and against special remuneration. The Contractor shall only be liable for intent and gross negligence.

2. The aforementioned items, insofar as they are provided by the Client, shall be treated with care until the delivery date. The Contractor shall only be liable for damage in the event of intent or gross negligence.

3. If the aforementioned items are to be insured, the Client shall arrange for the insurance itself.

VIII Periodical works

1. Regular recurring work can be terminated only with a notice period of 1 year, always on 30.09. of a year.

IX. Property, copyright

1. The items used by the Contractor to produce the contractual product, in particular films, printing plates, lithographs and printing plates, shall remain the property of the Contractor, even if they are invoiced separately, and shall not be delivered.

2. The Client shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of its order. The Client shall indemnify the Contractor against all claims of third parties due to such an infringement.

X. Imprint

The Contractor may refer to its company in a suitable manner on the contractual products with the consent of the Customer. The Customer may only refuse consent if it has an overriding interest in this.

XI. Place of performance, place of jurisdiction, effectiveness, applicable law

1. The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship, including bill of exchange and documentary proceedings, shall be the Contractor's registered office if the Contractor and the Customer are merchants within the meaning of the German Commercial Code (HGB). The law of the Federal Republic of Germany shall apply to these Terms and Conditions and the entire legal relationship between the Seller and the Buyer.

2. Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.