I. Applicability of these Terms and Conditions

All our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery (hereinafter the “Terms”). They form an integral part of all contracts that we conclude with a contractual partner (hereinafter also referred to as the “Customer”). They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again. Conflicting, additional or deviating terms and conditions of the Customer or of third parties shall only be binding on us if we have expressly acknowledged them in writing. Our Terms shall also apply if, in the knowledge of conflicting, additional or deviating terms and conditions of the Customer, we carry out a delivery or service for the Customer without reservation and without expressly objecting to the applicability of such third-party terms.

II. Offer and Conclusion of Contract

  1. Our offers are subject to change and non-binding unless expressly marked otherwise. We may accept orders within 14 days of receipt.
  2. Our specifications regarding the object of the delivery or service, such as weights, dimensions, utility values, load capacity, tolerances and technical data, as well as our representations thereof, e.g. drawings and illustrations, are only approximately authoritative unless they are expressly designated as binding or unless usability for the contractually intended purpose requires exact conformity. They do not constitute an agreement on or guarantee of a corresponding quality of the goods.
  3. We reserve title and copyright to all offers and cost estimates submitted by us as well as to drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Customer. Without our express consent, the Customer may not make these items or their content available to third parties, disclose them, use them itself or through third parties, or reproduce them. At our request, the Customer shall return these items to us in full and destroy any copies made if they are no longer required in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.
  4. An order shall only become binding once it has been confirmed by us by means of a written order confirmation. Transmission by telecommunication, in particular by e-mail, shall suffice to satisfy the written form requirement within the meaning of the foregoing, provided that a copy of the signed declaration is transmitted. Our silence in response to offers, orders, requests or other declarations of the Customer shall only be deemed consent if this has been expressly agreed in writing. Insofar as the order confirmation contains obvious errors, typing or calculation mistakes, it shall not be binding on us.
  5. Amendments and modifications of the agreements made, including these General Terms and Conditions of Sale and Delivery, must be made in writing to be effective. With the exception of managing directors or authorised signatories (Prokuristen), our employees are not entitled to make verbal agreements deviating herefrom. Transmission by telecommunication, in particular by e-mail, shall suffice to satisfy the written form requirement within the meaning of the foregoing, provided that a copy of the signed declaration is transmitted.
  6. Printing templates, printing plates, cutting dies and other tools that we manufacture or procure for the execution of an order shall remain our property even if the Customer is charged all or part of the costs thereof. We shall keep these items for a period of three years after the last delivery; after expiry of this period, we shall be entitled to destroy them unless the Customer has previously requested in writing their further storage against reimbursement of costs.

III. Prices and Terms of Payment

  1. Our prices are quoted in the stated currency ex works, excluding packaging, statutory value added tax, customs duties in the case of export deliveries, as well as fees and other public charges. All payments shall be made to us free of charges.
  2. Insofar as our prices are list prices and delivery is to take place more than four months after conclusion of the contract, the list prices valid at the time of delivery shall apply (less any agreed discounts). The Customer shall be entitled to withdraw from the contract if the upward price adjustment exceeds 5 %.
  3. Unless otherwise agreed in writing, payment shall be made either within 14 days of delivery with a 2 % early payment discount or within 30 days of the invoice date. The statutory rules concerning the consequences of default in payment shall apply.
  4. Cheques and bills of exchange shall only be deemed payment after they have been honoured. If bills of exchange are exceptionally accepted, the Customer shall bear the costs of discounting and collection.
  5. We shall be entitled to set off payments made by the Customer first against the Customer's oldest debt. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the oldest principal debt.
  6. The Customer shall only be entitled to set-off rights if its counterclaims have been finally established by a court of law, are undisputed or have been acknowledged by us. The Customer may only assert a right of retention under these conditions and, furthermore, only if its counterclaim is based on the same contractual relationship.
  7. If, after conclusion of the contract, it becomes apparent to us that the payment of our outstanding claims is jeopardised by the Customer's lack of ability to pay, we shall be entitled to carry out or render outstanding deliveries or services from the respective contractual relationship, including from other individual orders subject to the same legal relationship, in particular the same framework agreement, only against advance payment or provision of security. We may set a reasonable deadline for the provision of the consideration or of security concurrently with the rendering of our performance; upon fruitless expiry of such deadline, we shall be entitled to withdraw from the contract.

IV. Delivery Time, Partial Deliveries, Force Majeure

  1. Delivery periods shall only be binding if they have been expressly designated or confirmed by us in writing as binding. Transmission by telecommunication, in particular by e-mail, shall suffice to satisfy the written form requirement within the meaning of the foregoing, provided that a copy of the signed declaration is transmitted.
  2. We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract for which we are not responsible, such as, in particular, operational disruptions of all kinds, difficulties in the procurement of materials or energy, strikes in our own or third-party businesses, lockouts in our own or third-party businesses, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or failure of suppliers to deliver, to deliver correctly or to deliver on time. If such events make delivery or performance substantially more difficult or impossible for us and the impediment is not merely of temporary duration, we shall be entitled to withdraw from the contract. In the case of impediments of temporary duration, the delivery or performance periods shall be extended, or the delivery or performance dates postponed, by the period of the impediment plus a reasonable start-up period. Insofar as the Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by immediate written declaration to us.
  3. We shall be entitled to make partial deliveries if the delivery is usable for the Customer within the scope of the contractually intended purpose, the delivery of the remaining ordered goods is ensured, and the Customer does not incur any significant additional expense or additional costs as a result (unless we declare our willingness to bear such costs).
  4. If we are in default with a delivery or service, or if a delivery or service becomes impossible for us for whatever reason, our liability for damages, if any, shall be limited in accordance with Clause X of these Terms.

V. Framework and Call-Off Orders

  1. Unless expressly agreed otherwise in writing, framework and call-off orders must be called off in full within 12 months from the date of our order confirmation (call-off period).
  2. If the Customer does not call off the goods in full within the call-off period, we shall be entitled to set the Customer a reasonable grace period. Upon fruitless expiry of the grace period, we may, at our discretion, either deliver and invoice the remaining goods or extend the call-off period against reimbursement of the storage costs pursuant to Clause VI.3. In the event of an extension, we shall be entitled to adjust the prices for the quantities not yet called off at our reasonable discretion (Section 315 of the German Civil Code, BGB) to reflect cost increases incurred in the meantime, in particular for materials, energy, personnel and storage. Further statutory rights, in particular arising from default of acceptance, shall remain unaffected.
  3. For goods made available for call-off, the risk shall pass to the Customer upon notification that the goods are ready for dispatch.

VI. Place of Performance, Shipment, Passing of Risk

  1. Deliveries are made ex works. The place of performance for all our obligations is our registered place of business.
  2. Shipment shall in all cases be for the account and at the risk of the Customer. The risk shall pass to the Customer at the latest as soon as the goods are handed over to the person carrying out the transport, the commencement of the loading process being decisive, or as soon as the goods have left our warehouse for the purpose of dispatch. This shall also apply if partial deliveries are made or if we have assumed other services (e.g. shipment or installation). If shipment or handover is delayed as a result of a circumstance the cause of which lies with the Customer, the risk shall pass to the Customer from the day on which we are ready for dispatch and have notified the Customer thereof.
  3. Storage costs after the passing of risk shall be borne by the Customer. If storage is carried out by us, the storage costs shall amount to 0.25 % of the invoice amount (net) of the delivery items to be stored per elapsed week. We reserve the right to claim and prove further or lower costs.
  4. Shipments shall only be insured by us against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Customer and at the Customer's expense.
  5. We reserve the right to advance the shipping costs and to charge the amount in the invoice.

VII. Retention of Title

  1. Delivered goods shall remain our property until full payment of all claims to which we are entitled against the Customer arising from the business relationship, including claims arising after conclusion of a contract. The Customer is obliged to treat the goods subject to retention of title with care; in particular, the Customer is obliged to insure them adequately at its own expense against fire, water and theft damage at replacement value. The Customer hereby assigns to us any claims for compensation arising from insurance policies. We accept this assignment. If an assignment should not be permissible, the Customer hereby irrevocably instructs its insurer to make any payments only to us. Further claims on our part remain unaffected. Upon request, the Customer shall provide us with evidence of the conclusion of the relevant insurance.
  2. The Customer may only sell goods subject to retention of title in the ordinary course of business.
  3. The Customer is not permitted to pledge goods subject to retention of title or to assign them by way of security. In the event of seizures or other interventions or access by third parties, the Customer shall notify us without delay and provide us with all information necessary to assert our rights. Insofar as the third party is not in a position to reimburse us for judicial or extrajudicial costs of legal action, the Customer shall be liable for the loss incurred by us.
  4. In the event of resale of the goods subject to retention of title, the Customer hereby assigns to us by way of security the claims against the purchaser arising therefrom in the amount of the final invoice amount (including statutory value added tax) of our claim, irrespective of whether the purchased goods have been resold without or after processing. We hereby accept this assignment. The same applies to other claims which take the place of the goods subject to retention of title or which arise in respect of the goods subject to retention of title, such as insurance claims or claims in tort in the event of loss or destruction. If an assignment should not be permissible, the Customer hereby instructs the third-party debtor, subject to revocation, to make any payments only to us. The Customer is authorised, subject to revocation, to collect the claims assigned to us in its own name. Our authority to collect the claims ourselves remains unaffected. We shall not make use of this authority as long as the Customer meets its payment obligations, does not fall into arrears and, in particular, no application for the opening of composition or insolvency proceedings has been filed and there is no cessation of payments. If, however, this is the case, we may, in addition to collecting the claims ourselves, demand that the Customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment.
  5. In the event of conduct by the Customer in breach of the contract, in particular default in payment, we shall be entitled to take back the purchased goods. Our taking back of the purchased goods constitutes a withdrawal from the contract. The Customer shall immediately grant us or our agents access to the goods subject to retention of title and surrender them.
  6. Any processing or transformation of the goods subject to retention of title (reserved goods) shall always be carried out for us. If the reserved goods are processed or transformed, we shall directly acquire ownership or, if the processing or transformation is carried out using materials belonging to several owners or if the value of the processed or transformed item is higher than the value of the reserved goods, co-ownership of the newly created item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other processed items at the time of processing or transformation. The same applies in the event of combination into a new item, mixing and blending. In the event that no such acquisition of ownership occurs on our part, the Customer hereby transfers to us by way of security its future ownership or, in the aforementioned ratio, co-ownership of the newly created item. If the combination or mixing takes place in such a way that the Customer's item is to be regarded as the main item, it shall be deemed agreed that the Customer transfers proportionate co-ownership to us. The Customer shall hold the sole ownership or co-ownership thus created in safe custody for us.
  7. In the event of over-collateralisation of more than 20 % (twenty percent), we shall release the excess portion to the Customer upon request.
  8. In the case of deliveries of goods to other jurisdictions in which the retention of title provisions pursuant to paragraphs 1 to 7 above do not have the same security effect as in the Federal Republic of Germany, the Customer hereby grants us a corresponding security right. Insofar as further declarations or actions are required for this purpose, the Customer shall make such declarations and take such actions. The Customer shall cooperate in all measures that are necessary and conducive to the validity and enforceability of such security rights.

VIII. Warranty

  1. Any complaints regarding the goods must be received by us within 10 days of delivery of the goods to the Customer. Otherwise, the goods shall be deemed approved. Hidden defects that were not identifiable upon immediate, careful inspection must be notified to us within 10 days of their discovery. Deliveries made to third parties must be inspected before being forwarded. The commercial duty to inspect and give notice of defects remains unaffected.
  2. In the case of material defects, we shall first be entitled, at our option to be exercised within a reasonable period, to remedy the defect or to make a replacement delivery. If the replacement delivery or remedy fails, the Customer shall have the right to reduce the purchase price or to withdraw from the contract. If a material defect is due to fault on our part, the Customer may claim damages under the conditions set out in Clause X.
  3. The Customer's right of withdrawal is excluded if the Customer is unable to return the performance received and this is not due to the fact that return is impossible by the nature of the performance received, that we are responsible for the impossibility of return, or that the defect only became apparent during the processing or transformation of the goods.
  4. In the case of defects in components of other manufacturers which we cannot remedy for licensing or factual reasons, we shall, at our option, assert our warranty claims against the manufacturer and supplier for the account of the Customer or assign them to the Customer. Warranty claims against us for such defects shall exist under the other conditions and in accordance with these Terms only if judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the Customer's warranty claims against us shall be suspended.
  5. The warranty shall lapse if the Customer modifies the delivery item without our consent or has it modified by third parties and the remedying of defects is thereby rendered impossible or unreasonably difficult. In any event, the Customer shall bear the additional costs of remedying defects resulting from the modification.
  6. The warranty period is one year from delivery or, insofar as acceptance is required, from acceptance.
  7. Any delivery of used items agreed with the Customer in individual cases shall always be made to the exclusion of any warranty.

IX. Excess or Short Deliveries

In the case of custom-made products, excess or short deliveries are unavoidable for production-related reasons. The deviation may amount to up to 20 % for order quantities of up to 50 rolls or fanfold packs or up to 500 chart discs or strips, and up to 10 % for order quantities of up to 500 rolls or fanfold packs or up to 5,000 chart discs or strips. For larger order quantities, the deviation may amount to up to 6 %. The remuneration shall be adjusted accordingly within this range.

X. Liability

  1. Our liability for damages, irrespective of the legal grounds, in particular arising from impossibility, default, defective or incorrect delivery, breach of contract, breach of duties in contractual negotiations and tort, is, insofar as fault is relevant, limited as follows: We shall not be liable in the event of simple negligence on the part of our corporate bodies, legal representatives, employees or other vicarious agents, unless a breach of material contractual obligations is involved, i.e. obligations whose fulfilment is essential for the proper performance of the contract and on whose observance the contractual partner may regularly rely.
  2. Insofar as we are liable for damages on the merits pursuant to paragraph 1 above, this liability shall be limited to damages which we should typically have expected to arise within the scope of the respective contractual relationship. Indirect damage and consequential damage resulting from defects in a delivered item shall, moreover, only be compensable insofar as such damage is typically to be expected when the delivered item is used as intended.
  3. In the event of liability for simple negligence, our obligation to pay compensation for property damage and further financial losses resulting therefrom shall be limited to an amount of EUR 1,000,000 per case of damage, even if a breach of material contractual obligations is involved.
  4. The above exclusions and limitations of liability shall apply to the same extent in favour of our corporate bodies, legal representatives, employees and other vicarious agents.
  5. Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of performance owed by us, this shall be done free of charge and to the exclusion of any liability.
  6. The exclusions and limitations of our liability set out in this Clause X shall not apply to our liability for intentional conduct, for guaranteed quality characteristics, for injury to life, body or health, or to our liability under the German Product Liability Act.

XI. Final Provisions

  1. The exclusive place of jurisdiction for all disputes arising from the business relationship between us and a Customer shall, among merchants, be Ratingen, Germany. We may, at our option, also bring proceedings before the competent court at the Customer's registered place of business.
  2. The entire legal relationship with the Customer shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  3. The transfer of rights and obligations of the Customer to third parties is only possible with our written consent.
  4. The Customer is obliged to comply with the applicable provisions of national and international foreign trade, export control and sanctions law when using and passing on the delivered goods.
  5. Should individual provisions of these Terms be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, the valid provision that comes closest to the economic purpose of the invalid provision shall be deemed agreed.
  6. These Terms are available in German and English. In the event of discrepancies or doubts as to interpretation, the German version shall prevail.

Version: 07.08.2026