General Terms and Conditions

illustration of the Reidinger building

GENERAL SALES TERMS AND DELIVERY TERMS

1. PREAMBLE

The following General Conditions of Sale and Delivery apply to the supply of our products and services at all times and for all transactions of any kind in all countries. These General Conditions of Sale and Delivery apply furthermore to all future transactions within existing business relationships. Other conditions may only be expressly agreed in writing.

2. QUOTED OFFERS

Our offers are subject to change without notice. Verbal agreements or promises or other statements made by employees, agents or other representatives are subject to review and require our written confirmation at all times.

3. PRICES AND MINIMUM ORDER VALUE

Unless otherwise agreed in writing, our current prices as valid on the day of order are solely relevant. All prices are quoted net and exclusive of VAT. They are valid ex warehouse and do not include transportation or packing costs. We charge 4.00 EUR (net) per consignment for distribution. We accept a minimum order value of 250.00 EUR (net). For an order value under 250.00 EUR (net), we charge a minimum order surcharge of 25.00 EUR (net).

4. TERMS OF PAYMENT

Our invoices are payable within 10 days of issue. We require prepayment for first orders and export deliveries. Letters of credit and checks can or may only be accepted as conditional and according to their negotiability. All ensuing expenses are explicitly the buyer’s responsibility. The acceptance of a letter of credit after the due date or an extension of the same is not a valid deferment of payment and we reserve the right to return such letters of credit or checks at any time. If the buyer is in arrears with his payment(s), we are immediately entitled to charge a special default interest at 9% over the currently valid base rate (newly defined each month by the German Federal Bank) and further, to charge 5 EUR for each necessary payment reminder after such default occurs. We reserve the right to claim higher default damages in individual cases. If the buyer‘s payment obligations are not met in full or a letter of credit or a check is not honoured or if other circumstances which could endanger the buyer’s capabilty of fulfilment of his liability become known and regardless of any prior payment agreement, the full payment of all completed deliveries is immediately due. Pending deliveries may then only follow on the basis of payment in advance, payment on delivery (COD) or through the prior provision of appropriate payment guarantees or securities. By a delay of more than 7 days, we are entitled to withdraw from the sales agreement and are then free of all further obligations. If part-payments have been agreed and such a payment is delayed more than 10 days, the remaining balance is immediately due. Payments or part-payments to or through third parties, trade representatives or similar, are not valid unless such persons have been expressly authorized in writing to act on our behalf.

5. OFFSETTING, RIGHT OF RETENTION

Offsetting the purchaser's claims against our claims is only permitted if those claims are undisputed or legally established. A right of retention on the grounds of other claims that the purchaser has against us that do not originate from the same contract is excluded.

6. DELIVERY PERIODS, DELIVERY QUANTITIES, PACKAGING

Delivery periods are subject to change and not binding, unless a fixed date has been explicitly agreed in writing. Furthermore, our delivery periods are dependent upon availability, delivery methods and the possibility of intermediate sales. The delivery period begins with the date of order acceptance by us, but not before complete clarification of all the implementation details and our receipt of the buyer’s print authorization. If circumstances beyond our control prevent us from despatching, an agreed delivery period is fulfilled with the punctual notification of dispatch readiness. The delivery date is the day of shipment, by an agreed collection date the notification of dispatch readiness. If we exceed a non-binding delivery date or delivery period by more than 14 days, the buyer is entitled to set us a reasonable extension of the delivery period in writing. With this reminder we will be in default. External factors, labour disputes at our works or those of our suppliers and other comparable, unforeseeable obstacles or hazards over which we can have no influence, extend the agreed delivery dates for the duration of the obstacle over a maximum of 14 days. If in such cases the later delivery should be of no further interest to the buyer and if he had previously set us an extension of the delivery period of maximum 14 days in writing, the buyer is entitled to withdraw from the sales agreement. Claims for damages due to non-fulfilment or late delivery are excluded, provided no wilful misconduct or gross negligence by us or on the part of our agents or appointed representatives is the cause. For technical reasons we reserve the right to deliver 10% more or 10% less than the quantity ordered. Unprinted products can only be delivered in unbroken packaging units. The quantities in individual sub-packages containing printed and/or presharpened goods can vary without affecting the total quantity of articles. Special requirements concerning the particular content quantities can lead to increased packaging charges.

7. TRANSPORT

Delivery is at our discretion by a suitable means of transport, usually on account of the buyer plus packing and possible insurance costs unless otherwise defined in our current price list. A transport insurance will only be taken out at the express request of the buyer. Even if we bear the freight costs, transportation is always carried out at the risk of the buyer, unless we carry out the entire transportation in our own vehicles with our own staff and any damage was not be caused by third parties. The buyer assumes all risks following the handover of the goods to the post office, a parcel service, a shipper or carrier, but not later than when leaving our factory or warehouse. This applies in particular to sales for which CIF, CFR, FCA, FAS or FOB are agreed. The separately stated shipping terms (Incoterms) apply to deliveries abroad.

8. PRINTED PRODUCTS; PROOF; PRINT TEMPLATES

If the sales agreement includes a printed product and no other solution is expressly agreed, the buyer is obliged to provide us with a print template at the time of ordering. If this obligation is not fulfilled within 10 days following his order and despite a written request, we are entitled to demand in writing the provision of a suitable print template within a further 10 days under threat of cancellation of the sales agreement. If this time limit is also exceeded, we are entitled to claim damages according to Paragraph 12 of these Conditions. We accept no liability for faulty print templates or for any necessary correction of proofs or for alterations to artwork according to the changed wishes of the buyer and reserve the right to charge pro rata for all deviations from the original sales agreement. Before use of the artwork or print templates as provided by the buyer, we send him a proof for final approval. The buyer is obliged to examine the proof (pre- and intermediate products) for errors or nonconformity with his original order as intended. We are not liable for any such errors which the buyer has not located. The buyer is obliged to confirm within 10 days of receipt whether he accepts the correction proof. Thereafter, we are entitled to inform the purchaser in writing of a further period of 10 days in order to submit his approval and that an expiry of the time limit will be seen as his express approval of the proof. If the aforesaid time limit has expired and we have received no contradictory information from the buyer, his authorization shall be deemed as granted. If the buyer does not require the manufacture of a correction proof, we are liable for any error only in the case of gross negligence and wilful misconduct.

9. WARRANTY

Customary and technically unavoidable tolerances in the colour, quality, material, weight and other specifications do not constitute defects. In principle, it is only possible to reproduce any selected colour in a colour close to the original on a white background. To prevent colour differences, a white underprint or double printing has to be applied (at additional costs). If this is not done, colour differences between samples and reproductions, as well as between proofs and production runs, do not constitute defects that give grounds for a complaint, provided that they are caused by the natural characteristics of the materials to be printed. We are only liable for light fastness, variability and deviations of material and print colours, or for the quality of wood, paint, impregnation, etc., if the defects of the materials would have been detectable before use following proper inspection. We are not liable for changes caused by protracted or incorrect storage of the goods supplied. Our agreement with the purchaser in relation to our goods is to supply solely the quality characteristics as described in the information given in our catalogue, directions for use, technical data sheets and advertising leaflets. Moreover, the following shall apply:

9.1. Material defect claims as well as compensation claims and withdrawal from the contract due to other breaches of duty

9.1.1 In the case of justified claims, supplementary performance will be at our discretion either by rectification of the defect or replacement delivery, provided that the statutory requirements in this respect are met. Furthermore, the purchaser is entitled to statutory rights of withdrawal from the contract and reduction of payment, provided that the statutory requirements in this respect are met. § 377 HGB (German Commercial Code) is not affected. The purchaser must notify us of obvious defects in writing within 7 days of delivery of the article and in the case of non-obvious defects, within 7 days of discovery, always stating exact details of the defect. This period is extended to 14 days where the goods are delivered to a third party. If the purchaser does not fulfil this duty, all warranty rights lapse except in those cases outlined in section 9.1.3 of this paragraph.

9.1.2 If exceptionally the purchaser is entitled to rights of recourse in accordance with the statutory provisions of § 478 BGB, these will only apply to the extent that the purchaser has not granted rights to his customer that extend beyond the statutory rights relating to material defects.

9.1.3 The purchaser's claims to compensation will apply in accordance with statutory provisions without limit if these are based on injury to life, body or health and are caused by an intentional or negligent breach of duty by us, one of our legal representatives or performing agents or

are based on the German Act on Product Liability or

are based on an intentional or grossly negligent breach of duty by us, our legal representatives or

performing agents or

on fraud or

the absence of expressly warranted features, if this warranty had the very purpose of protecting the purchaser against damages that did not occur to the object supplied itself or?we have accepted and are therefore liable for a procurement risk or a guarantee.

9.1.4 If damage is based solely on a negligent breach of an essential contractual duty (material duty) by us, our legal representatives or performing agents, we are also liable to pay compensation, the extent of which is, however, limited to what is normal for the industry and foreseeable, unless we are liable without limit in accordance with sections 9.1.2 and 9.1.3 of this paragraph.

9.1.5 Essential contractual duties (material duties) within the meaning of the foregoing provisions are duties that are vital to the proper performance of the contract and that the purchaser is entitled to depend on in the regular course of dealings. Furthermore, essential contractual duties (material duties) are those whose breach threatens the achievement of the purpose of the contract. Statutory provisions regarding the burden of proof will apply. Further compensation claims against us, our legal representatives, performing agents and vicarious agents are excluded, whatever their legal ground.

9.2 Limitation period for material defect claims

The purchaser's claims for material defects lapse one year after delivery of the goods, unless,

9.2.1 the claims are regulated by § 479 BGB or

9.2.2 the defect was fraudulently concealed or is the result of an intentional breach of duty by us or our legal representatives or performing agents.

In cases that fall under 9.2.1 and 9.2.2 and for compensation claims not excluded under § 11, the statutory limitation periods will apply.

The statutory provisions on the suspension, interruption of expiry and recommencement of limitation periods are not affected.

9.3 Right of withdrawal

In the absence of a specific agreement, the purchaser may withdraw from the contract if the object purchased is defective and the statutory requirements for withdrawal are met (particularly § 440 BGB). Furthermore, in the case of a breach of duty that does not consist of a defect in the object purchased, the purchaser can only withdraw from the contract if we or our legal representatives or performing agents are liable for the breach of duty and the statutory requirements for withdrawal are met. Legal provisions regarding the burden of proof will apply. The provisions relating to this in section 6 of these conditions are not affected. In other cases (e.g. inadvertent incorrect orders or other mistake as to motive by the purchaser), the purchaser may only cancel the contract or withdraw from it with our express consent. This does not constitute an entitlement to our consent to withdrawal. Where we give our consent, the article is to be labelled with our article number and returned to us carriage paid in the original packaging (Reidinger GmbH, Dr.-Georg-Schäfer-Str. 15, D-97762 Hammelburg, Germany). In these cases, the return is always at the purchaser's risk. We always charge a processing fee of 20% of the order value for returns, with a minimum charge of €250.00 unless it has been contractually agreed otherwise. If in these instances we have already purchased material for one-off production, this will also be borne by the purchaser at prime cost in all cases unless otherwise agreed in individual cases.

10. BUYER'S MATERIALS

We assume no responsibility for the suitability of any materials provided for the production of the order by the buyer. Such materials are to be provided free of all costs.

11. COPYRIGHT

The buyer is solely responsible for the examination of the right to reproduce all printed motives, signs, emblems or texts. He exempts us from all claims of any third parties in all cases of infringement of legal copyright rights. Unless otherwise expressly agreed, all copyright rights used in any procedure and for any use of our own sketches, drafts, originals, films, etc. remain our property at all times. Unless otherwise expressly agreed, all production mediums such as film material, lithography, printing plates, blocks, screens, punches, etc. remain our property at all times.

12. COMPOSITION DAMAGES

If the buyer denies the implementation of the sales agreement, in particular the acceptance of the contractual object, expressly or by implication and without just reason and subsequent to our written demand with a time limit of 10 days under threat of withdrawal from the sales agreement, we are entitled to withdraw from the sales agreement and to claim damages to the extent of at least 25% of the contractual value. We reserve the right to claim damages to a higher value as appropriate.

13. RESERVED RIGHT OF OWNERSHIP

Until all rights and claims of Reidinger GmbH have been satisfactorily settled and implemented according to the sales agreement, the delivered goods remain our legal property. The value of the goods subject to our reserved right of ownership within the meaning of this condition is our invoiced price. The buyer is entitled to sell and to dispose of the goods in the normal course of business to normal conditions. To secure our rights, he is assigns to our benefit with immediate effect all and any claims arising against his customers out of such resale to the value of his invoiced prices including VAT and regardless of whether the goods were further processed in any way before they were resold. If our goods are subject to further processing or to combination with other goods, we are entitled to joint ownership with full indemnity to the proportional value of our goods compared with the invoice value of the other products used. If the buyer is the sole owner of the new product or product combination, it is hereby agreed that joint ownership applies in the aforementioned ratio. At the request of the buyer, we are obliged to release securities of our choice if and insofar as the value of the collateral value of our claims arising out of the ongoing business relationship exceeds 20%. The buyer is entitled to collect claims against his customers, as long as his payment obligations to us are properly and punctually implemented. Our rights to collect the claims ourselves shall remain unaffected. We do however undertake not to collect such claims as long as the buyer meets his payment obligations from the collected proceeds, is not in arrears with his payments to us and in particular, no proposal has made to open insolvency proceedings against him and/or his assets. If the latter should occur, the buyer is obliged to inform us immediately about sales of the goods subject to our reserved right of ownership, to name his debtors and to furnish us with all necessary information to enable us to collect the open claims. The buyer is obliged to inform his customers of the assignment of his claims to our benefit without delay and to request the payment of his claims exclusively to our benefit.

The buyer is obliged to handle the goods subject to our reserved right of ownership with particular care and to insure them against damage through water, fire, burglary, theft and other usual risks. All claims against the insurer(s) or damage claims against any third party are assigned to our benefit. The buyer is obliged to inform us about debt recovery enforcement measures through a third party and to provide us with all relevant information and documents concerning his claims against his customers in order to allow us to intervene. The buyer bears the costs of the intervention. In addition, the buyer is obliged to inform us immediately of damage to or loss of the goods subject to our reserved right of ownership and of any change in his business address or place of residence. The company Reidinger GmbH accepts the above assignment.

14. PLACE OF PERFORMANCE, PLACE OF JURISDICATION

Place of performance for all claims arising from contractual relations between us and the buyer is Hammelburg. The place of jurisdiction is Bad Kissingen. This also applies to contracts with foreign buyers. The contractual relationship is governed by German law. The applicability of international laws such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.