AGB

1. General

1.1 These Terms of Delivery and Payment of VollherbstDruck GmbH shall apply for all our business relations with entrepreneurs [section 14 German Civil Code [BGB]], legal persons under public law or a special fund under public law [hereinafter referred to as: „the Purchaser“].

1.2  Our Terms of Delivery and Payment shall apply exclusively. The Terms and Conditions of Business of the Purchaser shall become an integral part of the contract only if and to the extent that we have expressly approved their application.

2. Prices

2.1  Unless otherwise agreed, the prices shall apply ex works, plus the statutory value-added tax und packaging.

2.2 lf our price calculations increase due to additional expenses arising from reasons for which the Purchaser is held accountable [e.g. necessary revision offilms or data for production, poor legibility ofthe manuscript, or subsequent amendments], we are entitled to charge the Purchaser for the resulting additional expenses incurred to us. Should it become apparent to us that the expenses will increase, we shall inform the Purchaser of this and ofthe anticipated costs, whereupon the Purchaser may rescind the order and recompense us only for the expenses already incurred and our services provided so far.

3. Delivery and Period of Delivery

3.1 Unless otherwise agreed, the delivery shall occur ex works. The delivery periods stated by us are not binding, unless expressly stated in the written order confirmation.

3.2  lf the assistance of the Purchaser is necessary for the completion of the order, for example, checking printouts, production samples, rectifications etc., the delivery time shall be extended by the period of time required by the Purchaser for this.

lf the Purchaser demands an amendment to the original order which influences the production time, the originally agreed delivery time shall become obsolete.

3.3 We shall not be liable for impossibility of or delay in delivery, provided this was caused by force majeure [e.g. natural disasters, war, civil disturbances] or other events which could not have been foreseen at the time of completion of contract [e.g. interruption of operations of all kinds, transport delays, strikes, legal lockouts, shortages of labour, energy or raw materials, or the absence of, incorrect manner of or untimely delivery by suppliers], for which we are not responsible.

4. Implementation, Proofs, Amendments, Partial Deliveries

4.1  lf the Purchaser does not provide us with a printable master copy, we will design the master copy ourselves according to the wishes and sketches of the Purchaser. Before printing commences, the Purchaser shall receive the master copy for approval.

4.2  We produce a prepress proof from a master copy which the Purchaser has either approved or supplied us with. We shall then send this prepress proof to the Purchaser with an appropriate period of time for approval. The Purchaser shall return the submitted prepress proofto us with amendments in the form oftext or approval for printing. Additional charges for the implementation of any requested changes sent by Purchaser after having granted approval [including any costs incurred by machine stoppage caused by this] shall be borne by the Purchaser.

4.3  Section 4.2 shall also apply if the Purchaser orally communicates requests for amendments to a print order after we have sent the Purchaser a prepress proof.

4.4 Data sent to uswill only be checked fororthographic and/ortypographic correctness ifthis is expressly agreed in the order. The Purchaser will be charged separately for a revision of the data requested by the Purchaser.

4.5 The costs which incur from the sketches, drafts, prepress proofs, samples etc. we provide shall be borne by the Purchaser, even if the Purchaser does not carry out the further work in the order with us.

4.6  We are only entitled to make a partial delivery if the partial delivery is usable by the Purchaser within the scope of the contractually intended purpose, the delivery of the remaining goods ordered is assured, and the Purchaser does not thereby incur either considerable additional work or expense.

4.7  In the case of excess quantities or shortfalls due to production-technical reasons, we reserve the right, as is customary in the industry, to deliver and invoice for excess quantities and shortfalls of up to 10% of the contracted order quantity.

5. Copyright, Ownership of Preliminary Products, Usage and Labelling

5.1 Unless otherwise agreed with the Purchaser, we reserve our copyright and connected rights of exploitation on all the designs, drafts, originals, data, master copies, etc. manufactured by us and made available to the Purchaser. The Purchaser is only entitled to use the number of printed copies handed over to the Purchaser.

5.2 The Purchaser may only hand over master copies, sketches, data or drafts for our usage and editing forwhich the Purchaser holds the copyright and all the rights of exploitation we require in order to carry out the order.

5.3  Lithographs, data, master patterns, printing plates, printing blocks, moulding and punching tools etc. which have not been supplied to us by the Purchaser shall remain our property, even ifwe charge the Purchaser for the full or partial cost ofthese. We are only obliged to surrenderthe same [or of duplicates there of] ifthis has been expressly agreed upon with the Purchaser. Should the Purchaser consign such objects for the completion of the order, the Purchaser has to collect them from our premises immediately following the delivery of the goods.

5.4  We are entitled to use samples of orders clients have placed with us as reference models for our own advertisements. Product developments which have not yet been published are excluded from this. We reserve the right to include our company name and slogan, our company logo and item number on all forms of work and services we have performed, as is customary in the printing industry.

6. Warranty

6.1 If the delivery contains defects at the time risk is transferred, we shall be obliged to remove the defect or issue a substitute delivery according to our choice. lt is not considered a defect ifthe delivered goods do not deviate from the approved prepress proof pursuant to 4.2.

6.2 In the case of colour reproductions - regardless of the printing technique - a slight variation between original and printed copies or between the test print and the printed copies does not constitute a defect, provided we have not expressly guaranteed a certain colour quality. This shall also apply to differences between the test print and the printed copies resulting from the printing technology.

6.3  We shall only be liable for the lightfastness of colours and the consistency of substrates, stamping foil, varnishing and bronzing if we have expressly agreed upon specific characteristics in relation thereto with the Purchaser. Please note that our self-adhesive materials must be stored at 20 - 25° Celsius with a relative humidity of 40 - 50%, and that even in these conditions, their storage life is limited to 24 months.

6.4  The German spelling conventions in the current valid edition of the Duden shall apply unless otherwise agreed.

6.5  The limitation period for claims for defects is 12 months - except in the case of fraudulent intent and save as provided in section 7.4.

7. Liability

7.1 We are not liable in the case of simple negligent breaches, aside from in the case of significant contractual obligations. Significant contractual obligations are obligations whose performance characterises the contract and are indispensable for the proper performance of the contract in the first place. Furthermore, we are not liable if our non-executive vicarious agents act with gross negligence, aside from in the case of significant contractual obligations.

7.2  Provided there is no evidence ofwilful or grossly negligent behaviour, we are only liable for the foreseeable damage which typically occurs.

7.3 Liability according to the German Product Liability Act [ProdHaftG] remains unaffected; this applies to liability for culpable injury to life, limb or health. lf and to the extent any guarantee has been assumed, or in the case of fraudulent concealment of a defect, we shall be liable in accordance with statutory provisions.

7.4  Damages claims according to sections 7.1 to 7.3 above shall become statute-barred within the legally prescribed period.

7.5 A damages claim on account of a breached obligation to remedy a defect pursuant to sections 437 no. 1 and 439 of the German Civil Code [BGB] shall only apply if, during the 12 month limitation period pursuant tosection 6.5, a] the Purchaser has demanded the defect be remedied AND b] we have breached our obligation to remedy the defect.

7.6 The Purchaser agrees to indemnify us against all claims asserted against us by third parties on the basis of the content or design of the printed work that the Purchaser ordered with us. Should we incur any damage through the enforcement of such claims referred to in sentence 1, the Purchaser shall compensate us for the same. The Purchaser shall only be liable pursuant this section 7.6 if the Purchaser is responsible for the breach of such third party rights.

8. Payments, Default, Rebate

8.1  Remuneration shall be due upon delivery or, if applicable, acceptance. The Purchaser shall automatically be in default 30 calendar days following delivery and receipt ofthe invoice. The decisive date of payment is the date on which we receive the payment.

8.2 The Purchaser is only entitled to offset with counterclaims or to withhold payment on the basis of such claims ifthe counterclaims are undisputed or final and absolute, orthey are reciprocal to our claims.

9. Retention of Title

9.1  We retain ownership over the goods we deliver until payment has been exacted in full. Goods which the Purchaser has not paid for in full prior to delivery shall remain under our ownership until fully paid and until all our contractual claims from our business relationships with the Purchaser have been fulfilled.

9.2  The Purchaser is obliged to store in a separate location and mark the goods subject to retention of ownership. The Purchaser shall insure the goods subject to retention oftitle against fire, water damage, burglary and theft at the Purchaser‘s own cost. Upon request, the insurance policy shall be sent to us for inspection. The Purchaser hereby assigns any claims against the insurance company to us in advance. We accept the assignment.

9.3  In the case of access to the retained property by third parties, the Purchaser is to inform us without delay. The Purchaser shall bear all costs which have tobe incurred through the abolition ofthis access and the recovery of the goods we delivered.

9.4  The Purchaser has the right to seil the goods subject to retention in the Pledging or transfer by way of security are inadmissible. The claims arising from the resale or other legal grounds [insurance, unauthorised actions] regarding the goods subject to retention are hereby assigned to us in full by the Purchaser forthe purpose of security. We revocably authorise the Purchaserto collect claims assigned to us on our account in the Purchaser‘s own name. Upon our request, the Purchaser shall disclose such an assignment and hand over the information and documents required to collect the claim to us.

9.5  If the goods subject to retention are combined with other items, the reservation of title shall extend to the newly created articles. We shall thereby acquire a co-ownership share in the ratio of the value of the goods subject to retention [invoice value] to the value ofthe other combined items. lf one ofthe combined items is considered to be the main article, the Purchaser shall transfer co-ownership in the ratio of the value of the goods subject to retention [ invoice value] to the value of the other combined items to us. The Purchaser shall store the new articles for us in view of our co-ownership share without receiving payment for this. lfthe goods subject to retention are tobe sold as part of a new item, the assignment in advance agreed in section 9.4 shall apply only in the amount ofthe invoice value ofthe goods subject to retention.

9.6  Should the law ofthe country in which the contractual item is located not permit the agreement of retention of ownership or only does so in a limited form, we may reserve other rights over the delivery item. The Purchaser undertakes to take part in all necessary measures [e.g. registration] for the realisation of the retention of ownership or other rights in place ofthe retention of ownership and for protecting these rights.

10. Choice of law, place of performance, place of jurisdiction

10.1  The place of performance for all obligations in this contract [delivery, payment etc.] is 79346 Endingen.

10.2  German law shall apply with the exclusion of the UN Sales Convention.

10.3  Provided that the Purchaser is a tradesman or a legal entity under public law or has no general place of jurisdiction in Germany, it is agreed that the place of jurisdiction for all legal disputes in conjunction with this contract shall be Kenzingen, Germany. Furthermore, we are entitled to assert our claims in the general place of jurisdiction of the Purchaser.