General Terms and Conditions of Business

1.1 These terms and conditions of delivery of the Supplier apply for all contracts concluded between the Customer and the Supplier regarding the sale, production and processing of goods. They also apply for all future business relationships, even if they are not explicitly agreed. Deviating conditions of the Customer that the Supplier does not explicitly recognise are non-binding for the Supplier even if it does not explicitly refute them.

1.2 All offers not explicitly referred to as binding are subject to change. The Supplier reserves the right to make technical changes and changes in form, colour and/or material if this can be reasonably accepted

1.3 Orders that are not signed by both contractual parties are not deemed to be concluded until they have been confirmed in writing by the Supplier. Supplements, amendments, side-agreements and verbal agreements are only valid when they are confirmed in writing by the Supplier.

1.4 The information and illustrations contained in prospectuses and catalogues are approximate values usual in the industry unless we have explicitly described them as binding.

2.1 The delivery time is only agreed approximately. It commences from the time at which the Supplier has received all the information and approvals from the Customer if these are necessary, or with the date of the order confirmation. The delivery time is deemed to have been complied with when the goods have left the plant at the agreed point in time in full or in part or if it is impossible to dispatch them when the readiness for dispatch has been notified to the Customer. In the event of a delay in delivery, a suitable subsequent deadline is to be set. Partial deliveries must be recognised.

2.2 In the event of changes to the contract by the Customer that influence the delivery time, this can be extended appropriately. These changes may not delay the completion of the contract by more than three months.

2.3 Call-up goods are to be purchased within 12 months after order confirmation. The binding delivery volumes are to be notified in writing at least 2 months before the date of delivery.

2.4 If the Supplier is prevented from fulfilling its obligation due to the occurrence of unforeseeable exceptional events which it was unable to prevent despite the care reasonably expected according to the circumstances of the individual case –irrespective of whether the events occurred in the Supplier's plant or that of its sub-contractor – in particular intervention by authorities, interruptions to operations, industrial action and the consequences of industrial action, delay in the delivery of important raw and auxiliary materials, the delivery period will be extended accordingly. If the delivery or performance becomes impossible due to the aforementioned events, the Supplier is released from its obligation without the Customer being able to withdraw from the contract or request compensation. If the aforementioned obstacles occur at the Customer's premises, the same legal consequences also apply for its obligation to purchase. The contractual partners are obligated to notify the other party immediately in writing of obstacles of the aforementioned nature.

2.5 We reserve the right to make correct and timely delivery from own suppliers. This only applies if the non-delivery is due to reasons beyond our control and a congruent covering transaction has been concluded with our supplier. The Supplier will inform the Customer immediately about the non-timely availability of the object of delivery and if it wishes to withdraw from the contract will exercise the right of withdrawal immediately; in the event of withdrawal, the Supplier will reimburse the Customer immediately for any service in return that it has already received.

2.6 If the Supplier establishes after the contract has been concluded that it cannot produce or process the goods ordered for technical reasons, it can withdraw from the contract. The Supplier will inform the Customer immediately about the technical obstacles and exercise its right of withdrawal immediately; in the event of withdrawal, the Supplier will reimburse the Customer immediately for any service in return that it has already received. Pursuant to point 11 of these terms and conditions of delivery, compensation claims of the Customers are excluded or restricted.

3.1 If, after the expiry of six months after the conclusion of the contract but before the delivery of the goods, a fundamental change in certain costs factors, in particular the costs for wages, primary material, energy or freight, occurs, the agreed price can be adjusted in accordance with the influence of the fundamental cost factors.

3.2 All prices are in EUR exclusive of statutory VAT and unless otherwise agreed with freight prepaid.

3.3 Proofs produced by the Supplier as well as production resources such as films, printing plates, tools, moulds remain the property of the Supplier and will not be surrendered even if the Customer has been invoiced for some of the production costs.

3.4 Each change in the text correction requires the production of new graphics and films. If the Customer makes a change compared to the order issued, the Supplier will invoice the resulting cost price without prior notification.

3.5 Within a tolerance of 10% of the overall order volume, production-related deliveries above or below the contractual volume are permitted. The total price changes in accordance with the volume.

3.6 If the Supplier permits the Customer to cancel an order that has already been issued, the Customer has to reimburse the costs of the concluded contract including any agent's commission incurred and any loss of earnings on the part of the Supplier.

4.1 Unless otherwise agreed, all invoices are to be paid within thirty days from date of invoice. In the case of payment within eight days, with full payment in advance or with cash on delivery, 2% discount will be granted if the Customer is not in arrears with the settlement of trade receivables.

4.2 The Customer is in arrears with payment after expiry of the deadline agreed in point 4.1. During the period in arrears, the Customer will incur interest of eight percentage points p.a. above the respective base interest rate on the outstanding amount. The Supplier reserves the right to claim demonstrably higher damage due to the arrears. Five Euros will be invoiced for each reminder. On award of contract, the Customer is obligated to provide precise information about the legal form and the statutory representation of its company. If the information is incomplete or unclear, the Customer is obligated to bear the costs resulting from obtaining information from the commercial register and/or trade register, and to do so irrespective of the occurrence of the arrears.

4.3 If no satisfactory credit report is issued about the Customer with whom no business relationship has existed up to now, or if there are doubts regarding the Customer's ability to pay or if the Supplier has already had to submit legal action for payment, the Supplier is entitled to demand full advance payment of the gross order value.

4.4 If a fundamental deterioration in the Customer's financial situation occurs after the contract has been concluded, the Supplier can request advance payment within a suitable period of time and refuse performance until fulfilment. In both cases (4.4 and 4.5), the Supplier is entitled to withdraw from the contract in the event of refusal by the Customer or expiry of the deadline without results, and to demand compensation for non-fulfilment.

4.5 In the event of non-acceptance of the order, in particular in the case of failure to provide assistance, in the event of non-timely production approval of the text corrections after the expiry of the deadline, the Customer is obligated to provide compensation, irrespective of any further claims.

4.6 The Customer can only offset with receivables recognised by the Supplier or established in a court of law. The Customer is only entitled to a right of retention if its counterclaim is based on the same contractual relationship.

5.1 Unless otherwise agreed, we deliver "freight pre-paid".

5.2 If delivery "ex works" is agreed, shipment costs and packaging will be invoiced at cost price.

5.3 The Supplier reserves the right to choose the method of shipment.

6.1 If property rights of third parties are breached in the production of the goods according to drawings, samples or other information from the Customer, the latter will fully indemnify the Supplier against all claims and hold it fully harmless.

6.2 Advertising: The Supplier is entitled to carry out advertising for its own purposes with the ordered products and in the process to make reference to the Customer's name and logo.

7.1 The Supplier reserves ownership of the goods until complete fulfilment of all claims arising from the ongoing business relationship.

7.2 In the event of breaches of obligation by the Customer, in particular in the event of arrears in payment, the Supplier is also entitled even without the setting of a deadline to request the surrender of the goods and/or to withdraw from the contract; the Customer is obligated to surrender the goods. The request for surrender of the goods delivered does not constitute a declaration of withdrawal by the Supplier unless this is explicitly declared.

8.1 The Customer must ensure prompt approval independently. Approval must be given at the latest within 4 weeks after the submission of the proof.

8.2 With the approval of the submitted proofs or samples for approval by the Customer or through the Customer's waiver of their submission, the Supplier's liability for any errors expires.

8.3 Copyright for idea, presentation and drafts lies with the Supplier. No part of the product may be reproduced, processed, copied or disseminated in any way without the Supplier's written consent.

9.1 The condition of the goods is oriented solely to the quality ordered. The Customer assumes the risk of their aptitude for the envisaged designated purpose.

9.2 In the case of print and surface colours based on a template, sample or colour indication, we reserve the right to make insubstantial deviations in the colour shade.

9.3 Slight feathering in metal and plastic plates is for technical reasons and does not constitute a defect.

9.4 The Supplier produces according to DIN medium within measurement and print tolerances.

9.5 If the Customer has approved serial production based on a draft or template, the notification of such defects is excluded that the Customer could have detected if it had checked the draft or sample carefully.

9.6 If the goods have defects, the Supplier has the right to choose to eliminate the defect or to supply a product free of defects (subsequent delivery).

9.7 If the improvement or the delivery of a defect-free item fails, the Customer does not have any right of withdrawal in the event of only a slight contravention of contract, in particular if there are only slight defects.

9.8 The Customer is obligated to check the goods supplied immediately after receipt and to notify obvious defects immediately in writing; otherwise, the filing of claims due to defects in the goods is excluded. The timely dispatch is sufficient to comply with the deadline. The Customer bears the full burden of proof for all requirements for a claim, in particular for the defect itself, for the point in time when the defect is established and for the timeliness of the notification of defects.

9.9 If the Customer demands the rescission of the contract due to a defect after failed improvement or subsequent delivery of a defect-free product, it is not entitled to any further claim for compensation due to the defect.

9.10 Warranty claims and claims for compensation expire 12 months after the goods have been delivered.

9.11 The Customer undertakes to notify the Supplier of any defect or claim immediately in writing and in such detail that it is easily possible for the Supplier to assist the Customer in eliminating the defect.

9.12 Returns of goods are only permissible after prior agreement.

If claims are filed against the Supplier by the Customer by means of recourse and if the Supplier for its part is entitled to file claims against its own supplier, the Supplier already assigns these claims now to the Customer. The Customer undertakes to first file the assigned claim against the subcontractor until a legally valid decision has been taken in a court of law. Claims can only be filed against the Supplier if the claim is not enforceable or executable against the subcontractor. During the enforcement of the assigned claim of the Customer against the subcontractor, the limitation of the Customer's claim against the Supplier is blocked.

11.1 The Supplier is not liable for slightly negligent breach of fundamental contractual obligations. In the case of slightly negligent breach of fundamental contractual obligations, the Supplier's liability is restricted to compensation of the positive damage.

11.2 At any rate, the compensation of lost earnings is excluded unless the Supplier has caused the breach of contract with wilful intent or gross negligence.

12.1 The place of performance for all obligations arising from the contractual relationship is the Supplier's registered office in 4400 Steyr – St. Ulrich. The local jurisdiction of the material responsible court in 4400 Steyr, Austria, is agreed for all legal disputes.

12.2 The contractual relationship is governed solely by Austrian law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

12.3 If individual provisions of these general terms and conditions of delivery should be or become legally invalid for any reasons, this will not affect the validity of the remaining provisions.