General terms of business and delivery of SSP IDENT GmbH

1. Scope and conclusion of contract
1.1. The following conditions apply to all deliveries and services carried out by us, as a result of an order from a contractor. A contractor for the purposes of these delivery terms and conditions is any natural person or corporate body or partnership with legal capacity that enters into a legal transaction as part of their commercial or independent professional services. Any deviations from the following terms and conditions shall only be recognised, if they have been confirmed by us in writing. Otherwise, the said delivery terms and conditions shall be deemed acknowledged at the latest with the unconditional acceptance of our deliveries. We hereby object to any counter-confirmations made by a purchaser with deviating conditions.
1.2. An order shall not be considered accepted, until it has been confirmed in writing. The same applies to any subsequent changes made to the order. Subsidiary agreements shall only be valid if confirmed in writing.
1.3. We reserve absolute ownership and exploitation rights with regard to cost estimates, drawings and other documents; third parties may only be given access to any of these items with our prior consent. Drawings and other documents, pertaining to quotations, shall be returned to us upon request, should no order be placed with us. This also applies to documentation belonging to the purchaser. This documentation may, however, be made accessible to those third parties to whom we have admissibly sub-contracted delivery or service.

2. Prices
2.1. Our prices apply according to the current price list or our quotation ex works and do not include freight, packaging, postage and other delivery costs, unless otherwise expressly agreed. Prices do not include VAT. The VAT applicable on the day of delivery is payable by the customer in addition to the contract price.
2.2. Packaging shall be charged at cost price. Additional costs for emergency and express delivery, as well as fees for bulky goods, shall be paid by the customer.
2.3. Additional costs which arise as a result of subsequent changes to the order, shall be charged to the customer.
2.4. Drawings, blueprints, proof copies, samples and similar preparatory material for print jobs initiated by the customer, shall be invoiced, even if no order is placed.

3. Payment
3.1. Payment shall be made within 14 calendar days without discount after the date of invoice.
3.2. Bills of exchange shall only be accepted after special agreement and then only on account of payment without guarantee of discount. The purchaser shall pay any discounts and expenses. These shall be paid by the purchaser immediately after receipt of invoice. If bills of exchange are accepted, we shall not liable for the timely presentation, protesting, notification and return of the bill of exchange, unless we or our sub-contractors are guilty of wilful intent or gross negligence.
3.3. An advance payment may be requested for custom-made products or the production of unusual products.
3.4. The purchaser shall only be entitled to offset against undisputed or legally recognised claims. A purchaser that is a trader according to the German Commercial Code (HGB) is not entitled to a right of retention or set-off. However, the rights pursuant to § 320 BGB (Civil code) remain unaffected, as long and insofar as we have not fulfilled the obligations of our guarantee.
3.5. All cash and non-cash payments for claims may only be made in EUR.

4. Delayed payment
4.1. If fulfilment of the claim for payment is jeopardised owing to a substantial deterioration in the financial circumstances of the purchaser and this occurred or became known after conclusion of the contract, we shall be entitled to demand a prepayment and immediate payment of all outstanding invoices, including those which are not yet due, retain merchandise not yet delivered, as well as discontinue further work on current orders. We shall also be entitled to do so, if the customer fails to make a due payment, despite receiving a reminder for default in payment.
4.2. In the event of a delayed payment, we will calculate interest at a rate of 8 percentage points above the basic interest rate according to § 247 BGB (German Civil Code). The right to claim further damages is hereby not excluded.

5. Delivery and acceptance of goods
5.1. Only the written order confirmation determines the content and scope of delivery or service.
5.2. Delivery dates are only binding, if they have been expressly confirmed by us. Otherwise, specifications regarding delivery deadlines or dates are only significant as information. The delivery period, however, does not commence before the customer has provided all documents, approvals and releases, which need to be obtained, or before the agreed deposit has been received. As far as possible, we shall keep any delivery dates confirmed by us. Delays in delivery do not constitute a claim for a contractual penalty.
5.3. In the case of a delay in our services on our part, a reasonable time limit should be set initially. A period of grace is not required in the case of exceptional circumstances, which, taking into account the interests of both parties, justify an immediate withdrawal from the contract. Otherwise, the purchaser is not entitled to withdraw from the contract until after the grace period has expired without result. Indemnification of damages caused by delay may only be claimed up to the amount of the value of the order (personal contribution without preliminary work and material); unless the damages occurred as a result of circumstances caused by us or our sub-contractors owing to wilful intent or gross negligence. Any claim to delivery is excluded in the cases referred to in this paragraph.
5.4. Operational disruptions – in our company as well as that of a supplier – in particular, strikes, lockouts, war, riots and all other instances of force majeure, do not justify a termination of the contractual relationship. The principles on the discontinuation of the inherent basis of the contract remain unaffected.
5.5. Delivery shall take place at the purchaser’s risk and expense ex works Einbeck. Unless otherwise agreed, we shall determine the despatch route and method of shipment. If any errors occur during execution of the service or during delivery, we shall only be liable in the case of wilful intent or gross negligence.
5.6. If a purchaser, who is obliged to collect his order - or a purchaser with call orders – does not collect the goods, even though the delivery deadline has expired, and he has received notification that the goods have been made available, we shall be entitled to place the goods into stock at the purchaser’s own risk and expense or be entitled to demand reimbursement of the costs, if we place the goods into stock on our own premises. If the purchaser’s default in acceptance should exceed two weeks, we shall be entitled to rescind the contract and demand compensation, unless the purchaser proves that the non-acceptance of goods is dependent upon circumstances beyond his control. If the purchaser’s default in acceptance is unjustifiable, we shall be entitled to rescind the contract, whereby the purchaser shall not be entitled to any claim for damages.
5.7. We are under no obligation to accept the return of flawless goods. If, however, we are prepared to take back flawless goods, we shall be permitted to charge additional fees for checking and entry and the like, according to labour costs. Special dimensions – subject to the provisions agreed under clause 7 - are excluded from the acceptance of returned goods. In the case of an acceptance for the return of flawless goods, the purchaser shall bear the risk of accidental loss or deterioration of the delivery item.
5.8. The goods supplied by us, fulfil the essential features determined in the order confirmation or correspond to the technical specifications enclosed.

6. Transfer of ownership
6.1. We reserve the rights of ownership to the supplied goods until complete payment of the selling price. For goods, which the customer procures from us within the scope of his commercial activity, we reserve the rights of ownership until all our claims against the purchaser from the business relationship, including claims arising in the future, also from contracts concluded simultaneously or at a later date, are settled. This also applies if individual claims or all our claims have been added to a current account and the balance is struck and approved.
6.2. In the case of a breach of important contractual obligations, in particular with regard to a default in payment, we shall be entitled to take back the goods after issuing a warning and the purchaser shall be obligated to surrender the goods. Repossession or seizure of the item by us – provided that the Hire-Purchase Act does not apply – shall only be deemed as a withdrawal from the contract after explicit written notification of this by us. The purchaser shall notify us in writing of any seizure or other intervention by third parties, under consignment of a distraint protocol, as well as a statutory declaration, regarding the identity of the seized item.
6.3. The purchaser shall be entitled to resell the goods within the ordinary course of business on condition that any payment claims arising from the resale are transferred to us as follows:- The purchaser hereby assigns to us all claims to payment, including all ancillary rights, that he acquires from reselling to his own customers or third parties, irrespective of whether the reserved goods are resold with or without further processing. The purchaser shall remain authorised to collect these claims even after assignment. Our authorisation to collect the payment claims ourselves remains unaffected. We have, however, undertaken not to collect claims, provided the purchaser duly meets his payment obligations. We shall be permitted to request that the purchaser notifies us of the assigned claims and respective debtors, provides the information necessary for collection, releases the relevant documentation and informs the debtors with regard to the assignments. If the goods are resold together with other goods, which do not belong to us, our claim against the purchaser for the amount of the delivery price agreed between ourselves and the purchaser shall be deemed assigned.
6.4. Handling and processing of the retained goods is performed by us as the manufacturer in accordance with § 950 BGB (German Civil Code), without any obligation on our part. The processed goods are considered retained goods for the purpose of these terms and conditions. If such retained goods are processed or inseparably blended or mixed with other items not belonging to us, we shall obtain co-ownership of the new item in relation to the invoice value of the retained goods to the invoice value of the other goods used at the time that processing or mixing occurred. The co-ownership rights originating in this way are considered as retained goods for the purpose of these terms and conditions. If our goods are combined or inseparably blended or mixed with other moveable items to form one single item, and if the other item is considered the main item, it is agreed that the purchaser shall assign to us proportional co-ownership, provided the main item belongs to him. Otherwise, the same applies to the item created by processing, combining and mixing as applies to retained goods.
6.5. At our discretion, we shall undertake to release securities to which we are entitled, as soon as they exceed the claims to be secured by more than 25%.

7. Complaint and warranty
7.1. We are only liable for defects as follows:
a) The purchaser shall inspect the received goods with regard to quantity and quality immediately after receipt. Obvious defects must be communicated to us in writing within a week.
b) In all cases, the purchaser shall check the preliminary and intermediate products sent to him for the purposes of correction. The risk of any errors is transferred to the purchaser upon release for production, unless the error occurs or can only be detected in the manufacturing process following the release for production. The same applies to all other statements of release issued by the purchaser for further processing.
7.2. We may only be held liable for hidden defects, which cannot be detected following an immediate inspection, if we receive the complaint within 12 months of receipt of goods. This clause does not apply, if the hidden defect derives from a circumstance caused by us or our sub-contractors as a result of wilful intent or gross negligence.
7.3. In the case of justified complaints, the purchaser shall be entitled, at his own discretion, to request repairs or replacement deliveries. We shall however be entitled to select another kind of supplementary performance, other than that selected by the purchaser, if the kind of supplementary performance selected by the purchaser is only possible via disproportionate costs. In the event of failure, refusal or unacceptability to provide supplementary performance, the purchaser, at his own discretion, may either rescind the contract or reduce the agreed fee. If the defect should derive from a circumstance caused by us or our sub-contractors as a result of wilful intent or gross negligence, the purchaser shall be entitled to request compensation due to non-performance or the reimbursement of useless expenses. § 361 BGB (German Civil Code) remains unaffected. The assertion of a further claim for damages, in particular for damages caused by the defect, is excluded. This does not apply, as far as the damages derive from a circumstance caused by a wilful or gross negligent breach of duty by us or our sub-contractors or injury to the life, body or health of another person occurs as a result of such a breach of duty.
7.4. If the order involves contract processing or further processing of items, we shall not be liable for any impairment of the product to be finished or processed as a result of this process, unless the damages were caused by wilful intent or gross negligence.
7.5. Defects in parts of the delivery do not legitimate a complaint about the complete delivery, unless the consignment is of no interest to the purchaser.
7.6. In the case of coloured reproductions, in all printing processes, slight deviations from the original are not reason for complaint. The same applies when comparing test prints to batch prints. Claims for warranty shall not be granted where compliance with standard commercial or industrial tolerances exists.
7.7. In the event that defected goods are attributable to the quality of the material used, we shall be entitled to assign our claims against the respective supplier to the purchaser. In this case, we shall be liable as a guarantor, unless the claims against our suppliers exist as a result of any negligence on our part or that such claims are unenforceable.
7.8. Excess or short deliveries of up to 10% of the ordered quantity correspond to normal usages for business transactions and do not therefore warrant any complaints. Only the delivered quantity shall be invoiced.
7.9. No warranty shall be assumed for damages incurred for the following reasons:
- inappropriate or incorrect usage,
- faulty assembly by the purchaser or third parties, despite proper and clear assembly instructions,
- faulty start-up by the purchaser or third parties,
- natural wear and tear,
- faulty or careless handling,
- unsuitable operating resources,
- replacement materials,
- chemical, electronic or electric influences,
unless they are attributable to a fault of the supplier.
7.10. The supplier shall warrant the compliance of deliveries with the applicable product regulations in Germany.

8. Storage, Guarantee
8.1. Samples, drawings, raw materials, print media, tools and other reusable items, as well as semi-finished and finished products shall only be stored beyond the delivery date by prior agreement and in return for special compensation. The contractor shall only be liable in the event of wilful intent and gross negligence.
8.2. The above mentioned items, provided they are made available by the contractor, shall be handled with care until the delivery date. We shall only be liable for damages in the event of wilful intent or gross negligence.
8.3. If the above mentioned items should be insured, the purchaser must provide the necessary insurance himself.

9. Devices and copyright
9.1. Devices, tools and other drafts used in execution of the order that have been developed and/or manufactured by us, shall remain our property, even if pro rata expenses have been invoiced.
9.2. The purchaser shall be solely responsible for ensuring that no third party rights are infringed upon through execution of his order, in particular copyright, patents or utility models. The purchaser shall exempt us from all third party claims as a result of such infringement of rights.

10. Imprint
We shall be allowed to refer to our company on the contract goods in an appropriate manner. The purchaser may only withhold his consent, if he claims an overriding interest in doing so.

11. Place of fulfilment, place of jurisdiction, validity
11.1. The place of fulfilment is Einbeck.
11.2. Provided the purchaser is a merchant entered in the German commercial register, a legal entity under public law or a special agency subject to public law, the exclusive place of jurisdiction for all legal disputes arising between the contractual parties, including proceedings for bills of exchange and documents shall be, depending on factual jurisdiction, the Local Court of Erfurt or District Court of Göttingen. The same place of jurisdiction shall apply, if the purchaser has no general domestic place of jurisdiction, moves his legal residence or usual place of residence outside Germany or the purchaser’s legal residence or usual place of residence is not known at the time of legal action.
11.3. If one or more of the provisions of these delivery terms and conditions are invalid, this does not affect the validity of the remaining provisions.
11.4. The partners to the agreement are obliged to replace any invalid provision with a valid provision which comes as close as possible to the original economic intentions of the invalid provision.

12. Miscellaneous
12.1. The laws of the Federal Republic of Germany apply excluding UN sales law.
12.2. We shall be authorised, within the context of businesslike relationships, to process personal data entrusted to us within the scope of our contract, e.g. to store, communicate, change and delete.

General terms of business and delivery of SSP IDENT GmbH (Status: 1st December 2009)