General Terms and Conditions Fahnen Herold

1. Scope
   The following general terms and conditions of business are in force for all contracts regarding delivery and service between us and natural or legal persons, insofar as it is not a question of consumers in the sense of § 13 BGB [German Civil Code].
2. Acknowledgement of General Terms and Conditions of Business
   The conditions indicated below shall be valid for all deliveries and services insofar as no other agreements have been made expressly and in writing. They apply to all future agreements insofar as their validity is not explicitly  contradicted in individual cases. Conflicting or deviating conditions of the contractual partner shall not be recognized. They shall also not be part of the content of the contract even if we do not explicitly object to them.
3. Subsidiary Agreements, Date of Delivery Subsidiary agreements to the contract, in particular outside the written contract's delivery terms, must have written confirmation in order to be valid. This does not hold for agreements that are made after the end of the contract.  Insofar as delivery terms are agreed upon, they refer to the shipping date of the merchandise, unless otherwise explicitly agreed.
4. Delivery, Force Majeure
   Our bids are non-binding unless a contract results. Partial deliveries to a reasonable extent are permitted. Excess or short deliveries of up to 10 %, at least however 1 piece, are contingent on print-technological conditions and shall be considered permissable according to this agreement. The terms of delivery shall be lengthened to a reasonable degree in the case of force majeure and other unforeseen, unusual conditions or because of conditions that are not our fault - for example in the case of difficulties procuring materials, disruption of operations, lockout, lack of transportation, regulatory intervention, difficulties with energy supply and similar issues - also when these occur at the point of an upstream supplier - when they prevent us from the timely fulfillment of our obligation. This shall not apply when we are liable in cases of takeover, provision or aversion. Should the aforementioned circumstances make our performance impossible or unreasonable, we shall be released from the contractual obligations. Should the delivery delay exceed two months, the contractual partner has the right to withdraw from the contract. If the delivery time is extended, if we are released from the contractual obligations or if the contractual partner withdraws from the contract, the contractual partner can not derive any claims for damages from these as long as the aforementioned grounds exist. We may only invoke the aforementioned circumstances if we notify the contractual partner of them without delay.
5. Shipping and Risk Transfer
   The place of fulfillment of our obligations is, if not agreed upon otherwise, our permanent place of business. Our deliveries are carried out according to § 447 BGB in cases where we assume delivery. This shall not apply if we use our own vehicles for delivery, also not for mail-order deliveries. Insurance against damages during shipping shall be supplied only upon explicit request and at the expense of the contractual partner.
6. Price Increases
   If the contract has come into force at our customary prices and the material and processing costs that form the basis for our calculations are meanwhile increased through no fault of our own, then we shall have the right to raise our prices corresponding to the increased costs.
7. Intellectual Property Rights, Confidentiality, Restraint of Trade
   Where otherwise not explicitly agreed, information given to us by the contractual partner in connection with the order and its processing shall not be considered confidential. We process according to the information given by our customers. We are not liable for infringements on the rights of third parties through our operations. Insofar as we infringe upon the intellectual property, restraint of trade or similar rights of third parties based on the information given by our customers, we have the right, in the case of our claim, to charge our customers for all costs that accrue from such infringements. As a precaution, these customers are obligated to release us from claims by third parties.
8. Payment Conditions
   All price information is to be understood as ex works without packaging and transportation costs plus applicable sales tax. Where not otherwise agreed, our invoices are payable within 10 days with a 2 % discount or after 30 days without a discount. We reserve the right to refuse bills of exchange. Acceptance of these shall occur in any case only on account of payment. Discount and bill of exchange charges shall be the responsibility of our contractual partner and are payable immediately. Interest on late payments shall be calculated at 8 % per annum above prime rate. We reserve the right to higher compensation for payment in arrears. For counterclaims that we do not explicitly recognize or which have not been confirmed to be valid, deductions from our demand is not permissable. If our contractual partner falls culpably into arrears with payment obligations, we shall have the right to withold our own delivery and service obligations in the contractual relationship. We reserve the right to demand that the contractual partner provide security upon settlement of a fair time limit for the payment obligations of the contract. After idle expiration of this time limit, we may withdraw from the contract or demand the entire payment obligation of the contractual partner. In the latter case, we have the obligation to deduct the contract interest on the amount that is not yet due. We will refinance this amount ourselves.
9. Warranty against Defects
   We provide a warranty for our deliveries and services against defects for a period of one year after delivery. Statutory provisions shall be in force where we deliver building materials that lead to structural deficiencies. Should defects appear in the merchandise or services delivered by us within the warranty period, we have the right, according to our choice, to remedy this through rectification of the defect or compensatory service. Only after remedy has been attempted twice does the contractual partner have the right, according to his/her choice, either to request a reduction of remuneration (deduction) or to withdraw from the contract. Insofar as we, in the context of remedy, replace items, the warranty period shall not be extended accordingly. The contractual partner is obligated to inspect the merchandise immediately upon arrival, insofar as this is feasible according to the proper course of business, and, should a defect appear, to notify us without delay. If this is not done, the merchandise shall be considered acceptable, unless the defect is one that was not recognizable upon inspection or could not have been recognizable. If such a defect appears later, notification must be made without delay upon discovery. Otherwise, the merchandise shall be considered acceptable despite the defect. Prompt dispatch of notification shall suffice to preserve the rights of the contractual partner. Defects in one part of a delivery do not give the right to objection to the entire delivery, unless the defective part results in the entire delivery losing interest for the contractual partner. Our contractual partner's claims arising from § 478 BGB shall remain unaffected.
10. About Tolerable Variations
    In the context of production technology, it is not possible to reproduce templates with respect to color and measurements 100%. Insignificant variations - particularly with halftone printing - in coloring and motif representation do not entitle one for this reason to assertion of rights. When not otherwise explicitly  agreed, we reserve the right, because of production conditions, to vary from the given measurements with a tolerance of +/- 5 %. The customer may not derive any claim here either. We point out expressly that flags are subject to natural wear and that the durability and condition of a flag depends decisively on proper handling and care. We refer to our instructions on treatment and cleaning. We are not liable for damages that arise from disregard for these instructions.
11. Tools, Patterns
    We retain ownership of and intellectual property rights for sketches, drawings, hand samples and other documents that we have given to our contract partner in connection with execution of this contract. They may not be made available to a third party without our consent and must be returned to us without delay upon demand. Insofar as we develop lithos, plates, stencils, drawings, films or data media in connection with the execution of an order, these shall remain in any case our property, even when the purchaser has paid a portion of the costs.
12. Damages, Termination because of Breach of Contract, Guarantee
    Claims for damages above and beyond warranty claims of the contractual partner for breach of contract on our part are excluded. Exceptions from this are damages because of loss of life, limb or health, insofar as breach of contract is attributable to us, and other damages that are predicated upon intentional or grossly negligent breach of contract on our part. Our breach of contract is equal to that of a legal representative or vicarious agent. The aforementioned limit of liability shall also not be valid when a claim is asserted for compensation on the basis of our breach of one of our material contractual obligations. In this case, our liability shall however be limited to damages that are usually reasonably foreseeable at the time of concluding the contract. If a breach of contract is attributable to us, the contractual partner has the right to withdraw from the contract according to legal requirements insofar as it is not a question of a defect. If we have issued a guarantee, we are liable in the context of statutory provisions. Regardless of the above, our liability stands according to the product liability law.
13. Conditional Sale
    All delivered goods remain our property (conditional goods) up until the complete payment of all claims against the contract partner from the entire business relationship, no matter what legal basis. The conditional sale extends to the net balance insofar as we enter charges against the contractual partner on a running invoice (subject to account current). In the case of culpable conduct contravening the provisions of the contract on the part of the contractual partner, particularly by late payment, we reserve the right to retain the conditional goods. The contractual partner has the right to resell conditional goods in the normal course of business. In the case of resale, the contractual partner assigns to us at once the demands and other claims (including VAT) to which s/he is entitled from the resale against his/her customer or third party with all subsidiary rights, regardless of whether the conditional goods are resold with or without further processing. We accept this assignment. The contractual partner has the right to collect resultant accounts receivable that result from resale also after assignment as long as s/he meets the contractual obligations, particularly payment obligations, regularly and does not fall into arrears. S/he is to hold received monies in a trustworthy fashion and to surrender them to us insofar as our demands still exist. Enforcement of rights from the agreed-upon retention of title in the case of payment delay on the part of our contractual partners, including demand for surrender, shall not be valid as withdrawal from the contract unless we have explicitly declared such. In a garnishment of the conditional goods by us there exists already a withdrawal from the contract. In the case of garnishments or other access by third parties on the conditional goods or the assigned demands, the contractual partner must notify us immediately in writing and must surrender the documents necessary for intervention. Insofar as the third party is not in the position to make a claim against us for legal or out-of-court expenses according to § 771 ZPO [Code of Civil Procedure], the contractual partner shall be liable for the shortfall to us that results.
14. Release Clause
    Should the realizable value of the securities in their entirety, according to number 12, exceed our entire demand in the business relationship by more than 120%, the contractual partner has the right, according to his/her choice, to demand reassignment of existing securities up to the level of the amount in excess.
15. Legal Jurisdiction
    Legal jurisdiction for all disputes arising between the parties to this contract is the permanent place of our business, Wuppertal.
16. Law in Force
    For the mutual obligations in this contract, the law of the Republic of Germany shall be in force exclusively.