T&C

I. General
1. Our Terms and Conditions of Sale apply exclusively. We do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

2. All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.

3. Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

II. Offer, conclusion of contract, written form
1. Our offers are always non-binding. Information provided prior to the order in the context of the offer, in particular regarding performance and other individual data, shall only be binding as agreements if they are confirmed and shown in writing by us in the order confirmation. Contracts with us shall only be concluded upon sending of our written order confirmation. However, we reserve the right, especially in urgent cases, to accept orders addressed to us also implicitly by immediate execution.

2. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as “confidential”. The customer requires our express written consent before passing them on to third parties.

3. We reserve the right to make minor and insignificant changes in design and form, provided that the delivery item is not changed in a way that is unreasonable for the buyer and/or the changes are due to technical further developments or changes in equipment by us or our suppliers. We reserve the right to make minor deviations from the samples and materials provided.

III Prices
1. Unless otherwise stated in the order confirmation, our prices are “ex works”, excluding packaging; this will be invoiced separately.

2. Prices agreed with us shall be valid if and insofar as the agreed deliveries and services are executed within a maximum of four months after conclusion of the contract, unless the delay beyond this is within our sphere of responsibility. If deliveries and services are not delivered until more than 4 months after conclusion of the contract, we shall be entitled, at our discretion, to pass on to the customer any parts and/or labor costs that have demonstrably increased since conclusion of the contract in addition to the agreed price or, if applicable, to invoice on the basis of a new price list that has become available in the meantime. If the customer makes changes after conclusion of the contract, we may also invoice the additional costs incurred as a result. This also applies to special processes and adjustments as well as changed workpiece specifications or technology processes after the order has been placed.

3. Statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

IV. Payment conditions, due date
1. The deduction of a discount requires a special written agreement.

2. All payments are to be made cashless in euros by transfer to one of our business accounts without deduction for expenses and fees. The customer shall bear the currency risk. Our sales representatives are not authorized to accept payments. The acceptance of payment instructions, bills of exchange or checks, as well as their passing on, shall be on account of performance. Any expenses incurred shall be borne by the customer.

3. Our invoices shall be payable in full within 30 calendar days of the invoice date, unless otherwise stated in the order confirmation. The following special due dates and partial payments apply to the following products and services:

1. Services are payable immediately without deduction upon receipt of the invoice.
2. Consumables (spare parts, accessories, clichés, inks, pads, etc.) are payable within 10 days of receipt of the invoice.
3. In the case of purchase contracts with elements of a contract for work and services in the field of automation, special machine construction, ALFALAS laser systems and DMD industrial ink-jet systems, 30% of the remuneration owed shall be due immediately when the order is placed. A further 60% of the fees owed shall be due after acceptance by the customer and a test run at our premises prior to delivery; the remaining 10% shall be due for payment 14 days after delivery (ex works gate of our choice (Korntal-Münchingen or Westerheim). In the event of a delay in acceptance by the customer (Clause VII, Paragraph 4), the respective remaining amount shall be due immediately upon the occurrence of the delay.

4. If the customer is in default with the payment of a due claim, we shall be entitled to demand the respective applicable statutory default interest in the amount currently applicable for transactions between merchants of 9% above the respective applicable base interest rate. The assertion of further damage caused by delay remains unaffected.

5. If the customer is in default with a payment for more than 30 days, we shall be entitled to declare all claims from the entire business relationship due and payable, even if promises of deferment and installment payments have been given, and to collect the total balance. We shall have a right of retention with regard to outstanding services. The commitment to delivery dates within the scope of the entire business relationship shall expire.

6. Incoming payments shall first be set off against any costs incurred, then against interest, then against claims for any ancillary services and lastly against the oldest purchase price/wage for work in each case, unless the customer specifies precisely at the time of payment which liability he is paying against.

7. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. Furthermore, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

V. Reservation of ownership
1. We retain title to delivered items until receipt of all payments arising from the business relationship with the customer. In the event of conduct by the customer in breach of the contract, in particular in the event of default in payment, we shall be entitled to take back the items delivered. Our taking back or seizure of the delivered goods shall constitute a withdrawal from the contract. After taking back the delivered goods, we shall be entitled to dispose of them. The proceeds of realization shall be credited against the customer’s liabilities - less the realization costs incurred.

2. The customer is not entitled to resell the goods delivered by us before the transfer of ownership, unless he has identified himself to us as a reseller. In the event of a resale, however, the customer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim accruing to them from the resale against their customers or third parties, irrespective of whether the purchased item has been resold without or after processing. He is obliged to provide us at any time with information and proof regarding a resale and claims obtained through this, to the extent that we are able to realize the assigned claim. We accept this assignment.

3. The processing or transformation of the delivered item by the customer is always carried out for us. If the delivered item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the item delivered under reservation.

4. If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us proportionately. The customer shall hold the sole ownership or co-ownership thus created for us.

5. The customer is obliged to treat the goods subject to reservation of title with care, to store them properly and to insure them adequately at replacement value against fire, theft, water damage and vandalism. He already assigns to us today his claim to the insurance benefit in the amount of the total claim outstanding in our favor. We accept this assignment. He is obliged to provide us with proof of sufficient insurance against the aforementioned risks at any time upon request.

6. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.

7. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that these measures can be challenged. Insofar as the third party is not in a position to reimburse us in full for the costs of asserting our claims under retention of title, whether in court (e.g. third-party action pursuant to § 771 ZPO) or out of court, the customer shall be liable for the loss incurred by us.

8. We undertake to release the securities to which we are entitled at the customer’s request insofar as the realizable value of our securities exceeds the claims to be secured from the entire business relationship by more than 10%; the selection of the securities to be released is incumbent on us.

VI. Delivery
1. The scope of delivery results exclusively from the contract or the order confirmation. Printing inks and coloring chemistry are not included in the scope of delivery without express mention.

2. If the delivery of special machinery and equipment has been agreed, we shall not be liable for damages or for default in cases of non-performance or non-existence of warranted characteristics, provided that the order is identified as such. This exclusion of our liability is conditional upon us proving that compliance with the contractual promises under the contract is either technically impossible or economically unfeasible under the contract. In these cases we are entitled to refuse performance.

3. Our delivery obligation is subject to correct and timely self-delivery (including assembly and commissioning and optimization, if applicable) by our suppliers, unless we are responsible for the non-delivery. The customer shall be informed immediately of the non-availability of the service. In this case, we will immediately refund any consideration already paid.

VII. Delivery time
1. Information on the delivery period is to be understood as an estimated delivery period. If we are prevented from timely delivery due to force majeure or similar unavoidable events (e.g. strike, traffic disruptions), the agreed delivery dates or periods shall be adjusted accordingly. The customer shall be informed about this. It shall also be considered a case of force majeure if the export of the agreed delivery becomes legally inadmissible after conclusion of the contract.

2. Compliance with our delivery obligation further requires the timely and proper fulfillment of the customer’s obligation. The defense of non-performance of the contract remains reserved. Delivery deadlines shall be adjusted appropriately if the customer does not fulfill duties to cooperate in good time, e.g. does not order print samples and/or does not provide the information and instructions required for production and commissioning in good time, i.e. issues them on request and provides documents. The same shall apply if the customer subsequently demands changes to the delivery item or its equipment or subsequently changes instructions for execution which, due to their extent, cause increased expense. This also applies to changes in the specification of the parts to be machined or the technology.

3. The start of the delivery time stated by us presupposes the clarification of all technical questions.

4. If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved. Default of acceptance shall also be deemed to exist if hindrances from or in the sphere of the customer (e.g. construction delays) lead to a restriction of the usability of the delivered item.

5. If the conditions of VII.4. are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the time at which the customer is in default of acceptance or debtor’s delay.
6. We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed transaction within the meaning of § 286 (2)(4) BGB or § 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to claim that his interest in the further performance of the contract has ceased to exist.

7. We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

8. We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.

9. Apart from that, we shall not be liable in the event of a delay in delivery.
10. In the event that we are in default, the customer may only exercise his rights resulting therefrom after he has granted us a reasonable grace period of at least three weeks, or of at least one month in the case of plant construction contracts where assembly and commissioning take place at the customer’s premises.

11. Further legal claims and rights of the customer remain reserved.

VIII. Packaging and shipping
1. The shipment of our machines (standard pad printing machines, automations, special machines, ALFALAS laser systems and DMD industrial ink-jet systems) is carried out within Germany “ex works” at the risk of the purchaser, unless otherwise stated in the order confirmation. This also applies if “carriage paid” delivery has been agreed.

2. If the customer so desires, we shall cover the delivery by transport insurance; the customer shall bear the costs incurred in this respect.

3. We accept no liability for delays in delivery due to shipping, unless we are responsible for the delay.

4. Boxes, loading sledges and other packing material shall be charged at cost price and shall not be taken back by us unless otherwise stipulated by contract or by law. In the latter case, they are to be returned to us by the customer free of charge.

5. The risk of transport damage is borne by the customer. However, if we are entitled to claims for compensation against the forwarder/carrier in the event of transport damage, we shall assign these to the customer after payment of the full agreed purchase price together with all costs and expenses. The customer shall accept the assignment.

6. We deliver accessories, spare parts, clichés, inks, pads, etc. “free domicile”. If the customer has delivery requests (special requests, express or similar), a flat-rate delivery charge may be made.

IX. Assembly
1. Training and familiarization of the customer is not owed, even if the installation of the system at the customer’s site is agreed.

2. We are only obliged to install the system when all structural and technical requirements for the installation of the system have been met. The customer must give notice of this in writing in good time before the agreed installation date and ensure free access, as well as provide suitable lifting and transport equipment within its premises at its own expense. We shall not be liable for employees and equipment used by him in this context. If these conditions are not met upon delivery and if complete and defect-free performance is not possible or is only possible with a significantly increased effort, we shall be entitled to withdraw our assembly staff from the place of assembly again and/or to demand additional payment for the additional personnel and machine costs incurred as a result. Any agreed installation deadlines and deadlines for establishing operational readiness shall be adjusted accordingly.

3. The customer shall provide its own auxiliary and supervisory personnel as well as a person responsible for the construction site free of charge and at the customer’s expense for the entire duration of the installation work.

4. Each machine is tested by us before shipment. The original material required for setting and testing shall be made available to us by the customer free of charge at our request. Insofar as we are charged customs duties and/or freight charges for the delivery and/or return transport of the original material required for testing, these shall be reimbursed by the customer. We may use up the original material provided as part of the setting and testing process and are not obliged to return any residual quantities.

X. Tools and models
The tools, models, small parts and plans purchased or manufactured by us for the execution of orders shall remain our property - unless otherwise stated in the written order - even if they have been manufactured according to the customer’s specifications or the costs of the purchase or manufacture have been reimbursed in whole or in part by the customer.

XI. Industrial property rights and patents
1. In the case of custom-made machines on behalf of the customer (special machines), we are not obliged to check whether patents or other industrial property rights of third parties are infringed by the custom-made machine. If in such cases claims are made against us by third parties due to the infringement of patents or industrial property rights, the customer shall indemnify us against all claims and reimburse us for reasonable legal costs, unless the customer is not at fault.

2. The customer is obliged to respect the patents and industrial property rights used within the scope of our manufacturing and technology and neither to reproduce our machines nor their details and accessories personally nor to make them available to third parties for reproduction.

XII. Sample prints
If, in the course of establishing readiness for operation, we provide test prints as proof samples to the customer for inspection and approval, their condition shall be deemed to be proper and approved, unless the customer raises objections in writing within two weeks of receipt. This shall only apply if we have expressly drawn the customer’s attention to this period when sending the goods.

XIII. Warranty
1. Claims for defects on the part of the customer presuppose that the customer has properly fulfilled their obligations to inspect the goods and give notice of defects in accordance with § 377 HGB. In the event of a breach of this, the warranty shall lapse. The customer is obliged to check delivered equipment and/or parts and materials immediately upon receipt and to put machines into operation. Defects which become apparent during this inspection or commissioning must be reported to us in writing within eight days. Defects must be stated in detail.

2. The machines we supply (standard machines and special machines) are generally designed for single-shift operation.

3. For machines from our standard program (standard machines), we provide a warranty of 12 months from the transfer of risk if used in single-shift operation; if used in multi-shift operation, the warranty period is reduced to 6 months from the transfer of risk. For special machines (semi-automatic or fully automatic machines) we provide a warranty of 12 months from the transfer of risk.

4. Notifications of defects must be made in writing without delay. Insofar as there is a defect in the purchased item, we shall provide a warranty by means of subsequent performance. We shall have the right to choose between remedying the defect and delivering a new defect-free item or producing new defect-free work. In the event of rectification of the defect, we shall bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the item was taken to a place other than the place of performance. In the event of subsequent performance, we shall bear the necessary expenses only up to the amount of the purchase price.

5. If the supplementary performance fails twice, the customer is entitled to demand withdrawal or reduction at his discretion.

6. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

7. We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; however, even in this case, liability for damages shall be limited to the foreseeable, typically occurring damage.

8. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

9. In all other respects, liability is excluded.

XIV. Overall liability
1. Any further liability for damages than provided for in XIII. is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault on conclusion of the contract, from other breaches of duty or from tortious claims for compensation for property damage pursuant to § 823 BGB.

2. The limitation according to XIV.1. shall also apply insofar as the customer demands compensation for useless expenses instead of a claim for damages.

3. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.

XV. Illustrations and drawings
1. Illustrations and drawings of our machines and equipment in the brochure or other written documents are for general illustration purposes only and are not technically binding. Dimensions and weights given are approximate. Such documents remain our property even when handed over and are subject to our copyright.

2. The customer is aware that installation plans, storage plans and drawings of his local conditions provided by him are an essential basis for our order processing, construction and production. If changes are necessary on site due to deviations, the customer shall bear the additional expense.

XVI. Final clauses
1. Unless otherwise stated in the order confirmation, our registered office (Münchingen) shall be the place of performance.

2. If the customer is a merchant, the place of jurisdiction for all disputes arising herefrom shall be Stuttgart. However, we are also entitled to sue the customer at the court of his place of residence.

3. German law shall apply exclusively to all contracts concluded with us. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

4. In addition to these terms and conditions, our special terms and conditions for special machine construction shall apply to automations and special machine construction. The general terms and conditions of the graphic arts trade apply in addition to these terms and conditions. In cases of Internet orders, our special conditions for distance selling apply.

5. Should any of the above provisions be or become invalid, the remaining provisions shall remain unaffected.

The following terms and conditions of purchase shall apply exclusively to all our orders and contracts, including future orders and contracts. Conditions of the supplier require our written confirmation to become effective. Any conflicting terms and conditions are hereby expressly rejected. They shall not be recognized even if we do not expressly object to them again after receipt by us. The supplier acknowledges the sole validity of our terms and conditions of purchase upon acceptance, at the latest upon execution of the order, even if he refers to his own terms and conditions. The acceptance of deliveries and services or their payment does not imply consent to the supplier’s terms and conditions.

I. Order
Offers of the supplier are non-binding and free of charge for us. Orders are only effective if they are made in writing or confirmed by us in writing. Verbal or telephone agreements require our written confirmation to be valid. Each order shall be confirmed immediately with an indication of the binding delivery time.

II. Prices
The agreed prices are fixed and include all ancillary costs. They apply free to the delivery address. Changes due to subsequent increases in any costs, taxes, etc. are excluded (with the exception of changes in VAT).

III. Delivery
It is imperative that the delivery time is met. In particular, the reservation of timely self-delivery is also excluded. If the deadline is exceeded, the supplier shall be granted a reasonable period of grace. If he also fails to deliver within the grace period set, we shall be entitled either to withdraw from the contract or to claim damages in lieu of performance. This shall not affect our claim for compensation for damage caused by delay and, if applicable, payment of an agreed contractual penalty. If we claim damages in lieu of performance, any agreed contractual penalty shall be offset against this. If the supplier is unable to meet a delivery date as a result of force majeure or similar events, e.g. strike, he must inform us of this immediately after becoming aware of the reason for the impediment. In this case, we are entitled either to postpone the acceptance period or, if our interest in the delivery is substantially reduced, to withdraw from the contract in whole or in part and, if applicable, to claim damages. The supplier cannot derive any claims from this. If the supplier withdraws from the contract in the event of force majeure, it shall owe us a contractual penalty in the amount of 15% of the net order value plus the applicable VAT. The supplier reserves the right to prove that we have suffered no or less damage.

IV. Packaging and shipping
Delivery is regularly made free to the delivery address. All transport costs including packaging, insurance, etc. shall be borne by the supplier. The risk shall not pass to us before receipt of the goods. On the day of dispatch, a dispatch note must be sent to us for each consignment, stating our order number, exact details of the number of items, description of the items and the individual weight or dimensions. A delivery note must be enclosed with each consignment. All rail shipments are to be directed to the destination 70806 Kornwestheim. The supplier shall be liable for all damages, costs, demurrage, etc. resulting from non-compliance with this provision. Partial deliveries are only permissible if agreed in writing; in the absence of a written agreement, we may refuse acceptance.

V. Warranty
The supplier is obliged to deliver only such goods which correspond to the respective state of science and technology and which have been subjected to an appropriate quality and function control by the supplier prior to dispatch to us. The goods delivered by the supplier must be suitable for the use planned by us with regard to the materials used, the manufacturing methods and processes used for their production as well as the specifications given by us. If the supplier does not receive a specification from us, the general technical standards (e.g. DIN/ISO) shall take the place of the specification. If the supplier has provided us with samples, specimens or descriptions prior to the conclusion of the contract, the quality and product-specific properties of these samples, specimens or descriptions shall constitute the minimum requirements for the goods to be supplied by the supplier. In the event of defects, we shall have the right to choose between rectification of the defect and replacement delivery of goods free of defects. If we choose to remedy the defect, we may also do so ourselves at the supplier’s expense or commission the remedy at the supplier’s expense if it is no longer possible to notify the supplier of the defect and the impending damage due to particular urgency and to give the supplier a period, albeit a short one, to remedy the defect itself. If we exercise our right to replacement delivery of defect-free goods or a right of withdrawal, we shall make the defective goods available for collection at the supplier’s expense and risk. We shall be entitled to our statutory rights to damages in full. The limitation period for defects is 36 months, unless a longer period applies by law. Notices of defects shall be deemed to have been given in due time if they are given within two weeks of delivery of the goods in the case of defects which are identifiable during an incoming goods inspection pursuant to § 377 HGB; in the case of defects which are not identifiable during such an incoming goods inspection, the period of two weeks shall apply from the time of discovery.

VI. General liability regulation
The supplier’s liability shall be governed by the statutory provisions. We shall be liable to the supplier in accordance with the statutory provisions insofar as the supplier asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents; insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage. We shall further be liable in accordance with the statutory provisions insofar as we culpably breach a fundamental obligation, the fulfillment of which is a prerequisite for the proper performance of the contract (material contractual obligation); liability shall be limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, limb or health remains unaffected.

VII. Transfer of ownership and assignment of claims
We agree with the supplier that ownership of ordered goods shall pass to us upon notification of readiness for dispatch. The handover shall be replaced by the supplier storing the ordered goods for us free of charge. They must be separately from other stock. However, the risk of fire, theft or other loss or deterioration of the goods shall be borne by the supplier and he shall insure against such risks until the time of the agreed transfer of risk. The supplier assures that any third party rights to the delivered goods do not exist. We do not recognize an extended or forwarded retention of title by the supplier. Assignments or pledges of claims against us are only permitted with our consent.

VII. Industrial property rights of third parties
The supplier shall be liable for ensuring that the goods, samples, trademarks delivered by him are free of third-party rights of any kind and that third-party property rights, in particular patents, are not infringed, and shall indemnify us against any claims for damages by third parties due to infringement of their rights, unless he is not at fault.

IX. Invoice issue
The invoice must be submitted separately in duplicate immediately after delivery. Monthly invoices shall also be sent in duplicate by the third of the month following delivery. We shall make payment within 14 days of receipt of the invoice with a 3% discount or in 30 days without discount exclusively at our discretion and by means of payment of our choice. All documents provided by us to the supplier in connection with an order and enquiries shall be returned to us without delay and free of charge.

X. Place of performance and court of jurisdiction
The place of performance is, if a delivery address is specified, the delivery address, otherwise Münchingen. The court of jurisdiction is Stuttgart. We may also, at our option, sue the supplier at the court having local jurisdiction for the supplier’s registered office.

XI. Applicable law
The contractual relationship shall be governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods shall not apply.

XII. Data protection
We store data within the scope of our mutual business relations in accordance with the Data Protection Act (BDSG).

XIII. Final clause
Our terms and conditions and the contract shall remain in full force and effect even in the event that individual parts are legally invalid. An invalid provision shall be replaced by a provision that comes as close as possible to the invalid provision. Should any provision of these terms and conditions or of the contract be invalid with regard to mandatory foreign law, the supplier shall, upon request, agree with us on such contractual supplements and make such declarations to third parties or authorities as will ensure the validity of the provision concerned and, if this is not possible, its economic content also under the foreign law.

I. General
1. Contracts shall only be concluded on the basis of a written order confirmation. These terms and conditions of sale and delivery are an integral part of all our offers and contracts, also in current and future business relations. Any conflicting terms and conditions are hereby expressly rejected. They shall not be recognized even if we do not expressly object to them again after receipt by us. Deviating agreements and terms and conditions are only binding if they are confirmed by us in writing.

2. Prices are net ex works and do not include packaging, transport, insurance and assembly. Other agreements must be confirmed by us in writing. We reserve the right to change prices to the extent that wages and material prices change after confirmation of the order by us or to the extent that additional costs arise as a result of a change to the delivery item requested by or agreed with the customer.

II. Payment conditions
1. If the customer is in default with the payment of a claim due to us - irrespective of the legal grounds - all our claims against the customer shall become due. Deferments or other deferments of payment (also in the case of acceptance of bills of exchange) shall end. All deliveries of goods are stopped.

2. The purchaser may only offset undisputed and/or legally established claims. Under no circumstances may the purchaser assert a right of retention that is not based on the same contractual relationship. Insofar as the right of retention is based on the same contractual relationship, assertion is excluded to the extent permitted by law.

3. The purchaser shall pay interest on a claim due at 2% above the respective discount rate of the Deutsche Bundesbank. This also applies to the period of deferment. If the customer is in default, we reserve the right to claim further damages for default.

III. Reservation of ownership
1. We reserve title to the items delivered by us (reserved goods) until payment of all - including future - claims arising from our business relationship with the customer.

2. If the goods subject to retention of title are combined with other items not belonging to us in such a way that they become an integral part of a new item, we shall become co-owners of the new item. If our ownership is lost upon combination pursuant to § 947 (2) BGB, the customer hereby grants us co-ownership of the new item. They will keep the item for us free of charge. In both cases, our co-ownership share shall be determined by the ratio of the value of the reserved goods to the value of the other combined items at the time of combination.

3. In the event of processing or transformation of the reserved goods into a new item, the purchaser shall act for us as manufacturer within the meaning of § 950 BGB. We hereby transfer co-ownership of the property in the new item acquired in this way to the customer and cancel the custody relationship to this extent. The co-ownership share of the purchaser shall be determined according to the ratio of the value of the reserved goods to the value of the new item after processing or transformation.

4. If, in the course of rendering our performance, we process or work on items which are the property of the customer, we shall acquire co-ownership of such items. Our co-ownership share shall be determined by the ratio of the value of the items owned by the purchaser to the value of the treatment or processing carried out by us.

5. If we acquire ownership of the item processed by us through processing in accordance with § 950 BGB, we shall be obliged to transfer co-ownership to the person who suffers a loss of rights as a result. The co-ownership share shall be determined according to the ratio of the value of the processed or treated item to the value of the processing or treatment carried out by us.

6. The customer shall only be entitled to sell the goods subject to retention of title, the new items created using the goods subject to retention of title or the items processed or treated by us in accordance with the following provisions: The purchaser shall maintain the ownership or co-ownership to which we are entitled toward their customer until payment of all claims of the purchaser arising from the business relationship with the customer. Furthermore, the purchaser hereby assigns to us all claims accruing to him from the sale in accordance with the following provisions: If we are entitled to sole ownership of the sold goods, the claim shall be assigned to us in full. Otherwise, that part of the claim shall be assigned to us which corresponds to our co-ownership share in the sold goods. Until revoked, the customer is authorized to collect the assigned claims in his own name.

7. A right of lien and a right of retention shall be created on all raw materials of any kind handed over by the customer and the goods stored for them upon handover or at the latest at the point in time at which full payment of the goods by the customer can be expected in accordance with proper commercial practice. If the customer has copyrights or rights of use to the goods subject to retention of title or to the goods encumbered with a lien in accordance with sentence 1 above, the rights of exploitation shall be transferred to us in the event that utilization by us has to take place, insofar as this is necessary for the utilization.

IV. Packaging
Boxes, loading sledges and similar are charged at cost price.

V. Shipment
1. Shipment shall be from our works or warehouse at the risk of the purchaser. This also applies if carriage paid delivery has been agreed. Unless instructed otherwise, we shall insure all consignments against loss and breakage in the interest of the consignee and shall charge our expenses for this.

2. If dispatch is delayed for a reason for which the purchaser is responsible, the risk shall pass to the purchaser on the day on which the goods are ready for dispatch.

VI. Assembly
On request, one of our technicians will be made available for installation, commissioning and training of the personnel against payment of the applicable daily rates plus travel expenses and against reimbursement of catering costs. Required skilled personnel and equipment shall be made available to the technician. We reserve the right to apply higher rates for waiting times caused by insufficient preparation.

VII. Delivery
1. The scope of delivery results exclusively from the content of our order confirmation. Unless otherwise expressly agreed therein, printing inks and coloring chemicals are not included in the scope of delivery of a TAMPOPRINT printing machine.

2. Delivery dates and delivery periods are subject to unforeseen hindrances that are beyond our control or the control of our subcontractors, such as strikes, disruption of distribution, difficulties in procuring materials, disruptions in transport and the lack of official or other approvals from third parties required for the execution of the delivery and similar events. During the period in which one of these events takes effect, as well as during a reasonable period after the end of the effect, we can neither default nor be in default.

3. If a delivery period has been agreed, it shall begin to run on the day on which agreement has been reached in writing between the customer and us on all details of the execution and the terms of the contract.

4. Delivery dates and delivery periods shall only be observed if the customer fulfills his obligation to cooperate in due time, i.e. if the documents and information required for the execution of the order are received by us in due time and if the customer fulfills his other obligations in accordance with the contract. If these preconditions are not fulfilled in time or if the purchaser arranges for changes to be made to the delivery item, the delivery dates and deadlines shall be postponed or extended accordingly.

5. We are entitled to make partial deliveries to a reasonable extent.

6. If we are in default with the performance of our service, the customer shall have the following rights:

1. We are only liable for the damage that can be claimed on a legal basis. The court of jurisdiction is Stuttgart.
2. The customer may set us a reasonable period of grace. After the expiry of this period, the customer may withdraw from the contract. If the purchaser claims damages for non-performance, the statutory provisions within Germany shall apply. In all cases, the amount of damages shall be limited to the value of the delivery item.
3. If the manufacture of the subject matter of the contract requires a new construction or special design on our part, the purchaser shall be notified of this in writing; in this case the contract shall be concluded subject to the condition precedent that the manufacture is technically possible for us at economically reasonable costs. If this condition does not occur, claims for compensation by the customer - of whatever kind - are excluded. Parts belonging to the TAMPOPRINT process, in particular printing pads, must not be used on competitor machines. The customer shall be liable in full for any damage incurred by us as a result of a breach of this obligation.
   

VIII. Tools and models
The tools, models, etc. necessary for the execution of orders shall remain our property, even if they have been manufactured according to the customer’s specifications and even if the costs incurred for their manufacture have been reimbursed in whole or in part.

IX. Industrial property rights and patents
We are not obliged to check whether any patent or other industrial property rights of third parties are infringed by the manufacture and/or use of the delivery item to the extent that it deviates from our standard program and is based on specific wishes of the customer. The customer is obliged to indemnify us against any claims for damages by third parties.

X. Proof samples
If we provide proof samples with the request to inspect them, the quality of the service provided by the subject matter of the contract shall be deemed to have been approved, unless the customer raises objections in writing within 14 days.

XI. Warranty claims
1. The purchaser’s warranty rights are subject to the condition that the purchaser has duly complied with its inspection and complaint obligations pursuant to §§ 377, 378 HGB.

2. Insofar as there is a defect in the purchased item for which we are responsible, we shall be entitled at our discretion to remedy the defect/rectify the defect or to make a replacement delivery. In the event of rectification of the defect/repair, we are obliged to bear all expenses necessary for the purpose of rectifying the defect/repair, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the object of sale was transported to a place other than the place of performance.

3. The machines supplied are designed for single-shift operation. The limitation period is reduced to 3 months, calculated from the transfer of risk, if the machine is used in multi-shift operation.

4. If we are not willing or able to remedy the defect/rectify the defect or make a replacement delivery, in particular if this is delayed beyond reasonable periods for reasons for which we are responsible, or if the remedy of the defect/rectification or replacement delivery fails in any other way, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price.

5. Withholding of payments or offsetting on account of any counterclaims of the purchaser disputed by us shall not be admissible.

6. Unless otherwise stated below, any further claims of the purchaser - irrespective of the legal grounds - are excluded. We shall therefore not be liable for damage that has not occurred to the delivery item itself; in particular, we shall not be liable for loss of profit or other financial losses of the customer.

7. The above exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence. Furthermore, it shall not apply if the purchaser claims damages for non-performance pursuant to §§ 463, 480(2) BGB due to the absence of a warranted quality. A warranted quality in this sense shall only be deemed to exist if we have provided reference samples or if we expressly guarantee the existence of a certain quality of the delivery item and we thereby recognizably intend to assume the risk for the consequences resulting from the non-existence of this quality. This is not to be assumed already if in the terms of the contract the delivery item is described or marked or if with regard to certain circumstances the contractual conformity of our delivery or service is confirmed.

8. If we negligently breach a material contractual obligation, our liability to pay compensation for property damage or personal injury shall be limited to the compensation provided by our product liability insurance.

9. The warranty period is 6 months, calculated from the transfer of risk. This period is a limitation period and also applies to claims for compensation for consequential harm caused by a defect, insofar as no claims from inadmissible actions are asserted.

XII. Final clauses
1. The place of performance and jurisdiction for all disputes arising between the parties from the contractual relationship shall be the supplier’s head office, insofar as the purchaser is a registered trader, a legal entity under public law or a special fund under public law.

2. The contractual relationship shall be exclusively governed by the law of the Federal Republic of Germany. The application of the uniform sales laws in the Hague Sales Convention and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 are excluded.