General Terms and Conditions

Terms of Delivery and Payment

The following terms and conditions of delivery and payment apply exclusively to our deliveries and other services, as well as to payments made to us; where provisions are not set out herein, the law shall apply. Any deviating terms and conditions of purchase on the part of the purchaser shall only be valid if we expressly accept them in writing. Upon acceptance of the goods, the purchaser accepts our terms and conditions of delivery and payment to the exclusion of their own terms and conditions of purchase.

1. Quotations

(1) Our quotations are subject to change and non-binding. The documents accompanying our quotations, such as illustrations and drawings, as well as all details regarding the nature and scope of the goods and services we offer, are merely approximate. We reserve the right to make changes due to printing limitations.

(2) We reserve the right of ownership and copyright in cost estimates, drawings and all other documents; they must not be made available to third parties nor used for their purposes.

2. Acceptance of the Order

(1) The order shall only be deemed accepted once it has been confirmed by us in writing or by fax. Any commitments or ancillary agreements made by our employees, as well as any verbal, telephone or telecommunications-based additions or amendments of any kind, are only valid if confirmed by us in writing or by fax.

(2) Samples and selection consignments sent in connection with orders shall be deemed to have been approved if they are not returned within eight days.

3. Price and Payment Terms – Set-off

(1) Prices are ex works.

(2) Any increases in material costs or labour costs occurring between the time of the order and delivery which necessitate an increase in the agreed prices of more than 5% shall be borne by the customer.

(3) Design and proofing costs, as well as the costs for fulfilling special requests, are not included in the price but will be invoiced separately. The same applies to samples and designs produced at the purchaser’s request, even

if the order is not carried out.

(4) Payments are to be made in cash, without deduction, free of charges and within 30 days of the invoice date. We reserve the right to determine against which claims or parts of claims the purchaser’s payments are to be set off. Bills of exchange and cheques are not accepted, even on account of payment.

(5) For deliveries with an order value of up to €100 (excluding VAT), we shall, at our discretion, either charge a surcharge of at least 10% or deliver only on a cash-on-delivery basis or against immediate cash payment.

(6) If the payment deadline is exceeded, we shall charge default interest at a rate of 5% above the relevant discount rate of the Austrian National Bank, plus the costs of reminders, but at least 10% of the total claim per annum. This does not preclude further consequences of default.

(7) The withholding of payments or set-off against counter-claims by the customer which we dispute is excluded.

4. Materials Supplied by the Customer – Obligations Regarding Safekeeping

(1) The customer must deliver the materials supplied by them (paper, printing plates, etc.) carriage paid. We shall always confirm receipt of such materials without guaranteeing the accuracy of the quantities stated in the delivery documents. As custodian, we shall be liable for damage to the materials supplied in accordance with Clause 13(1) only in respect of our own negligence, and then only until the expiry of 4 weeks following the completion of the work undertaken by us; any further liability on this ground is excluded.

(2) We are entitled to charge the customer for the costs associated with the inspection and storage of the materials supplied.

5. Performance of the Contract, Dispatch and Default

(1) The delivery period commences upon dispatch of the order confirmation; however, under no circumstances shall the period commence before the customer has provided the documents, aids, authorisations or approvals to be procured by them, or has made the deposit required of them. The delivery date is generally to be understood as an approximate date only, unless we have expressly agreed a fixed date with the customer. The delivery period shall in any event be deemed to have been met if the goods have left the works before its expiry or if we have notified the customer of our readiness to deliver by that time.

(2) These time limits shall always be extended accordingly in the event of unforeseen obstacles of any kind beyond our control, such as operational disruptions, industrial action, delays in the delivery of essential raw materials or supplies, and the like, provided that these obstacles are a significant cause of the delay. Such obstacles shall also suspend the consequences of any delay for which we are responsible for the duration of the obstacle. The same applies to the duration of the inspection of brush samples, proofs or sample prints. The start and end of such hindrances shall be notified without delay. We are entitled to withdraw from the contract in whole or in part should such impediments arise; in this case, the customer’s claims for damages are excluded.

(3) If agreed deadlines, or those extended in accordance with the preceding paragraph, are exceeded by more than eight weeks, the customer is entitled to withdraw from the contract by registered letter, setting a grace period of at least three weeks; claims for damages arising from delay or following withdrawal from the contract are excluded in all cases.

(4) Over-deliveries and under-deliveries are permitted up to 10% for small quantities and up to 5% in other cases, and shall be settled on a pro rata basis at the agreed price.

(5) Dispatch is at the purchaser’s risk and expense. We reserve the right to determine the method and route of dispatch, excluding any liability. We

shall only be taken out on the purchaser’s instructions and at their expense.

(6) We are entitled to make partial deliveries.

(7) Compliance with the delivery deadline is conditional upon the purchaser fulfilling their contractual obligations.

(8) If dispatch is delayed for a reason for which the purchaser is responsible, the purchaser shall pay the storage costs where goods are stored at our works (office), subject to a minimum charge of 0.5% of the invoice amount per month. We are also entitled to set the purchaser a grace period of no more than 14 days and, upon its fruitless expiry, at our discretion either to dispose of the goods elsewhere and to supply the purchaser within a reasonably extended period, or to withdraw from the contract and claim damages for non-performance. In the latter case, we are entitled, without having to provide specific evidence, to claim 10 per cent of the delivery price as compensation; where appropriate evidence is provided, we may also claim compensation for any further

damages.

6. Copyright and Reproduction Rights

(1) Insofar as we ourselves hold the copyright or related rights to the goods to be delivered or to parts thereof, the purchaser shall, upon acceptance of the delivery, be granted only the non-exclusive right of distribution within the meaning of Section 16 of the Copyright Act; our rights of use remain unaffected in all other respects. We are exclusively entitled to use the reproduction materials produced by us for the manufacture of further workpieces; we are not obliged to hand over such reproduction materials.

(2) We are under no obligation to verify whether the customer is entitled to reproduce the print files or to use them for any other intended purpose, nor are we obliged to warn the customer, even if it is apparent without verification that the copyright or related rights of third parties are being infringed; rather, we may rely on the fact that the customer holds all rights necessary vis-à-vis third parties for the performance of the order.

(3) Should we face claims from third parties arising from the infringement of copyright, neighbouring rights or other industrial property rights, or of personal rights, the customer shall indemnify and hold us harmless.

7. Printing of Names and Trademarks

We are entitled to print our company name or trade mark on the printed products we produce, even without the customer’s specific authorisation.

8. Transfer of Risk

(1) Risk shall pass to the customer as soon as the goods have left our premises; the same shall apply to partial deliveries or in the event that we have also undertaken ancillary services – such as shipping costs or delivery.

(2) If dispatch is delayed for reasons beyond our control, the risk shall pass to the customer upon notification that the goods are ready for delivery.

9. Retention of title

(1) We reserve title to the goods until full payment has been made of all claims to which we are entitled, regardless of the legal basis.

(2) The customer may only resell the goods in the ordinary course of its business; this authorisation is excluded if the resulting claims are assigned to third parties or are subject to a prohibition on assignment, if the customer is insolvent or is in default of its contractual obligations. The customer is not permitted to dispose of the goods in any other way.

(3) The purchaser hereby assigns to us, with immediate effect, its claims and other rights arising from the resale.

10. Ownership of intermediate products

The typescripts, printing plates, lithographs, films, plates, masters, dies, clichés, stereos and electrotypes, as well as other aids provided for the production process, shall remain our inalienable property, even if the customer has paid compensation for their value.

11. Storage

Unless otherwise agreed with the customer, we are under no obligation to store printed matter, typeset, printing cylinders, punched tapes, films, paper and the like.

12. Warranty

(1) We shall not be liable for deviations in the weight of paper, cardboard or other materials that are customary in the trade, for minor deviations in colour shades or format, or for other deviations that are tolerable according to customary practice; nor shall we be liable for printing or workmanship errors which the customer has overlooked in the proofs designated by them as ‘ready for printing’, for the accuracy of typesetting changes ordered verbally, by telephone or telegraph, and for the accuracy of data provided by third parties (such as names of saints’ days or public holidays of various religions at home and abroad, trade fair dates, tax payment deadlines, holidays, etc.).

(2) Typesetting errors for which we are responsible shall be corrected free of charge. Changes made to the print proof – beyond the scope of the print template – shall be charged separately (author’s corrections). Proofs shall only be submitted to the client upon their request. In all cases – even if we submit proofs of our own accord – the customer must confirm their approval within the time limit specified by us; if the time limit expires without a response, the proofs shall be deemed to have been approved. If the customer waives the right to be provided with proofs, we shall be liable for errors in the printing process only in accordance with clause 13(1).

(3) Defects in the goods supplied must be reported in writing within eight days of delivery; hidden defects must be reported immediately upon discovery, accompanied by at least five specimen copies; otherwise, the goods shall be deemed to have been approved. The notice of defect must specify which goods are affected by the defects, the nature of the defects in detail, and the circumstances under which they occurred. Each individual defect must be described in detail. We shall be entitled to reimbursement of any costs incurred as a result of unjustified notices of defects or those not in accordance with these terms and conditions.

(4) We shall only be liable for defects in the goods that have arisen within one month of the transfer of risk (Clause 8) as a result of a cause occurring prior to that date.

(5) Insofar as we provide a warranty, we shall, at our discretion, either replace the defective item or its defective parts with defect-free ones, or carry out repairs, or issue the customer with a credit note corresponding to the price reduction. The replacement of defective items or parts shall not extend the warranty period. Replaced parts shall become our property. We shall not reimburse the costs of any rectification of defects carried out by the customer or a third party.

(6) At our request, the goods or the defective part thereof must be returned to us immediately, carriage and duty paid; otherwise, any warranty obligation shall lapse.

(7) The warranty is subject to the purchaser’s fulfilment of their contractual obligations.

13. Compensation and Product Liability

(1) All further claims by the purchaser or third parties, in particular claims for compensation for damage of any kind, are excluded, unless the damage was caused by us through wilful misconduct or gross negligence. Furthermore, such claims may only be brought before a court within six months of the damage occurring, but in any event only within two years of the transfer of risk (Clause 8).

(2) With regard to those parts of the goods which we have sourced from suppliers, we shall only be liable to the extent of the warranty claims to which we are entitled against the suppliers.

(3) Our liability for compensation for property damage under the Product Liability Act (BGBl 99/1988) is excluded, including all claims for recourse.

14. General Provisions

(1) The place of performance is our branch responsible for delivery; the exclusive place of jurisdiction is Graz. Austrian substantive law and the commercial practices applicable at the place of performance shall apply to any legal disputes arising from the contract.

(2) The customer may only assign their rights under the contract with our written consent.

(3) The customer hereby authorises us to carry out name searches throughout the federal territory or, upon our request, shall provide us with a written power of attorney to request extracts and notifications from the register of persons within the meaning of Section 5(4), first sentence, of the GUG.