30 FOLIA Clause 1 Applicability 1 Our Standard Conditions of Sale apply in all cases to the exclusion of all differing or conflicting conditions of the purchaser except in cases where we have issued express written acceptance of such conditions Our Standard Conditions of Sale also apply in cases where we supply goods and services to the purchaser without reservation even though we are aware of conditions stipulated by the purchaser which differ from or conflict with our Standard Conditions of Sale They further apply to all future business relations with the purchaser even in cases where their agreement has not been expressly restated 2 All agreements reached between us and the purchaser on the execution of this con tract are set out in writing in the contract 3 Our Standard Conditions of Sale apply solely to persons defined as businessmen within the meaning of Section 310 Paragraph 1 of the German Civil Code BGB Clause 2 Offer offer documents 1 On receipt of an order from the purchaser which can be construed as a proposal for conclusion of a purchase contract we have the option of either acknowledging this by issue of an order confirmation or by delivering the products ordered in both cases within two weeks of date of receipt of the order 2 Unless otherwise expressly stated all offers issued by us are without engagement and not binding 3 We reserve all copyrights and other intellectual property rights to illustrations drawings calculations and other documents of any kind whatsoever in particular sketches printing blocks and lithos produced by us The same applies to all written documents classified as Confidential The purchaser is not entitled to transmit any of the foregoing items to any third party without our prior express writ ten consent In the event of our non acceptance of the purchaser s proposal within the period stipulated in Paragraph 1 above the purchaser must return all such documents to us without delay Clause 3 Prices payment terms 1 Unless otherwise stipulated in our order confirmation all prices quoted by us are ex factory 2 A proportion of the cost of sketches printing blocks lithos and similar items produced by us will be charged to the purchaser First proofs will be supplied free of charge Any further proofs necessitated by subsequent amendments on the purchaser s part and pulls featuring alternative design options or using multicolour printing will be charged separately at the relevant hourly rates It is technically impossible for us to supply proofs or pulls of intaglio work 3 Except in fixed price contracts we reserve the right to make reasonable upward or downward amendments of our quoted prices in cases where changes in collective wage agreements or raw material prices occur after contract date We will supply documents in support of any such amendments to the purchaser on request 4 All prices quoted by us are subject to value added tax at the legally applicable rate on invoice date the amount of which will be shown separately on the invoice 5 Deliveries to purchasers not known to us will be made solely against payment in advance or cash on delivery Payment in all other cases must be remitted to one of the bank accounts listed on our invoice The purchaser bears the risks and costs of the remittance 6 Unless otherwise expressly agreed the purchase price falls due for payment net without any deductions within 30 days of invoice date receipt of payment being hereby defined as the date on which the amount is placed at our disposal 7 The relevant German legal provisions apply in all cases where the purchaser defaults on payment 8 Should the purchaser suspend payments or become insolvent or should an application for institution of insolvency proceedings be filed against him the full amount owed to us shall fall due for immediate payment The same shall apply in the event on any other deterioration in the purchaser s financial circumstances In all such cases we can require the purchaser to furnish adequate security in the absence of which we shall be entitled to either refuse delivery or withdraw from the contract and also to claim compensation 9 The purchaser is not entitled to make deductions based on complaints or counter claims except in cases where these are either undisputed or recognised by us or where the counterclaims are res judicata The purchaser is not entitled to exercise right of retention except in cases where his counterclaim arises from the same contract 10 Notwithstanding the provisions of Section 195 of the German Civil Code BGB all our claims lapse on expiry of 5 years from the date stipulated in Section 199 of the German Civil Code BGB Clause 4 Lead time 1 Unless expressly agreed as firm all order lead times and delivery dates are without engagement Any lead time agreed by us will not commence until all technical details have been settled and is subject to the proviso that our own suppliers deliver goods and services promptly and correctly We will notify the purchaser as soon as possible of any anticipated delivery delays 2 Compliance with our delivery obligation is also conditional on prompt and correct fulfilment of the purchaser s own obligations We reserve the right to claim non performance of contract 3 A delivery date is deemed to have been met in cases where the ordered items have either left our factory or been notified as ready for despatch on or before the relevant date 4 In cases of force majeure or other occurrences beyond our control we are entitled to postpone delivery for the duration of the occurrence plus a reasonable period for recom mencement of operations Should such occurrences make full or partial delivery impos sible we shall be entitled to either withdraw from the contract completely or from that part of the contract which has not yet been executed and shall be under no obligation to procure replacement The purchaser shall be entitled to request confirmation of our ability to deliver within a reasonable period or to withdraw from the contract Failure on our part to reply to the request for confirmation shall entitle the purchaser to withdraw from the contract 5 Should it become evident that we shall definitely be unable to perform the contract in full prior to the time at which the risk passes to the purchaser the purchaser shall be entitled to withdraw from the contract without notice He shall also be entitled to withdraw from contract if it becomes evident that we shall only be able to effect part delivery of the order and he can show good cause for refusing such part delivery In this case the purchaser shall be liable for payment of that proportion of the price attributable to the part delivery The same shall apply in the event of our inability to perform the contract 6 In cases where the contract is for delivery on or before a fixed date as defined in Section 286 Paragraph 2 Item 4 of the German Civil Code BGB or Section 376 of the German Commercial Code HGB our liability is limited to the relevant provisions stipulated in German law The same shall apply in the event of a failure on our part to meet a delivery date which entitles the purchaser to cancel further performance of the contract on the grounds that this is no longer in his interest Our liability in this case is limited to the typically occurring foreseeable loss which would have been suffered in a case where the delay in delivery had not been attributable to a deliberate breach of contract on our part whereby a breach of contract on the part of our representatives or vicarious agents shall be deemed to be attributable to us 7 We are also liable to the extent stipulated under German law in cases where delayed delivery is attributable to deliberate or grossly negligent breach of contract on our part or on the part of our representatives or vicarious agents Our liability in this case is limited to the typically occurring foreseeable loss which would have been suffered if the delay in delivery had not been attributable to a deliberate breach of contract on our part 8 We are also liable to the extent stipulated under German law in cases where delayed delivery is attributable culpable breach of a material contractual obligation on our part or on the part of our representatives or vicarious agents Our liability in this case is limited to the typically occurring foreseeable loss 9 We are also liable for payment of compensation in cases where the purchaser can show proof of loss suffered as a result of delayed delivery through our fault This compensation shall be payable at a fixed rate of 0 5 of the value of that part of the total delivery rendered unusable either at the time or for the purpose intended when placing the contract for each completed week of delay up to a maximum of 5 of the aforesaid value 10 We accept no further liability whatsoever for delivery delays arising through our fault This does not affect any further claims or rights available to the purchaser under German law relating to compensation for delivery delays occurring through our fault 11 We are entitled to effect part deliveries of goods and services except in cases where the purchaser can show that this is contrary to his interests 12 Should the purchaser fail to accept delivery we shall be entitled to claim compensation for loss and additional expense thereby incurred The same shall apply in cases where the purchaser culpably fails to comply with his obligations to assist us in performance of the contract The risk of accidental damage to or loss of the goods or services supplied passes to the purchaser at the time of commencement of his failure to accept delivery or to give due assistance We reserve the right to press further claims for compensation Clause 5 Delivery transfer of risk packaging 1 Unless otherwise stipulated in our order confirmation all deliveries are ex factory 2 The risk passes to the purchaser at the time of transfer of the goods or services to either the purchaser the carrier or any other person authorised to make collection or on the date on which the purchaser should have accepted delivery whichever is the earlier 3 Should despatch of the goods be delayed at the request or through the fault of the purchaser we shall make arrangements for their storage at our sole discretion and at the purchaser s expense and risk Our notice of availability of the goods for despatch shall in this case de deemed equivalent to actual despatch We shall charge compensation at the rate of 0 5 of invoice amount for each week or part week up to a maximum of 5 of invoice amount without having to furnish vouchers in support of this charge Should the actual costs incurred by us be demonstrably higher we shall be entitled to claim reimbursement of these from the purchaser 4 Arrangements for return of packaging materials are covered by separate agreements Clause 6 Tolerances 1 In the case of production orders for standard items we reserve the right to deliver to a tolerance of 5 of the ordered quantity The corresponding tolerance for non standard items is 20 2 We reserve the right to supply to a weight tolerance of 10 3 We reserve the right to deliver to unit tolerances of 3 in orders comprising less than 5 000 sheets and 2 for orders comprising more that 5 000 sheets 4 We reserve the right to supply variances in raw material colour customary variances from sample variances between proof and printing run arising for technical reasons colour variances from specimen documents supplied to us and colour variances within a printing run We reserve the right to supply variances in printing inks and product colours within the tolerances customarily permitted in the printing trade 5 Minor variances in print position and waste rates of 3 for both printing work and bags are customary in the printing trade and are technically unavoidable The same applies to variances in quality and dimensions of foils and bags Clause 7 Liability for defects 1 The purchaser s right to claim compensation for defects is subject to the proviso that he has correctly complied with his obligations to examine deliveries and file complaints as set out in in Section 377 of the German Commercial Code HGB Complaints must be filed in writing stating nature and extent of the defect and enclosing specimens of the defective material for examination Further processing of items which are the subject of a complaint requires our prior consent 2 Discovery of defects in parts of a delivery do not entitle the purchaser to reject the whole delivery 3 We reserve the right to stipulate the nature of the remedial action to be taken in the event of delivery of goods containing defects caused through our fault If goods are reworked to eliminate defects we shall bear the expenses thereby incurred in particular transport and travel expenses and labour and material costs provided that these are not increased by the fact that the goods have been removed from the original place of performance Returns of defective goods are not accepted unless agreed in advance 4 Should we fail to remedy the defect the purchaser shall be entitled at his sole discretion to either withdraw from the contract or claim a price reduction 5 We are liable to the extent stipulated under German law in cases where the purchaser files compensation claims based on alleged deliberate act or gross negligence on our part or on the part of our representatives or vicarious agents In cases where no deliberate act on our part is alleged our liability for compensation is limited to the typically occurring foreseeable loss in the relevant case 6 We are liable to the extent stipulated under German law in cases where we are in culpable breach of contract In this case our liability for compensation is limited to the typically occurring foreseeable loss 7 Nothing in the preceding paragraphs shall affect our liability for death health impairment or other bodily injury suffered through culpable act on our part or the mandatory provisions on liability contained in the German Product Liability Act Standard Conditions of Sale

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