Catalogue with prices

General Terms and Conditions of Sale § 1 General Provisions; Scope of Applicability (1) These General Terms and Conditions of Sale (hereinafter referred to as “GTC”) apply to all sales or deliveries of movable goods (hereinafter referred to as “Goods”) and other services of Kalfany Süße Werbung GmbH & Co. KG (hereinafter referred to as “Seller” or “We”) to its customers (hereinafter referred to as “Buyer”), provided that the Buyer is an entrepre- neur within the meaning of Section 14 German Civil Code (Bürgerliches Gesetzbuch, BGB), a legal entity under public law or a special fund under public law. These GTC also apply to all future business transactions, deliveries and services irrespective of whether they are separately referred to. (2) These GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Buyer will not be recognised, even if the Seller has not explicitly objected to them in every single case. Deviating, conflicting or supplementary terms and conditions only apply if and to the extent that the Seller has explicitly agreed to their applicability in the single case. Reference to a purchase order, a letter, an e-mail or other declarations of the Buyer which contain or refer to deviating, conflicting or supplementary terms and conditions, or the unconditional performance of the Seller’s services of deliveries with knowledge of such terms and conditions, do not constitute consent of the Seller and also in such cases these GTC apply exclusively. (3) Legally relevant declarations and notifications relating to the contract which are to be submit- ted to us by the Buyer after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in text form in accordance with Section 126b BGB in order to be valid. § 2 Conclusion of the Contract (1) Our offers are subject to change and non-binding, unless We will expressly indicate them as binding in the single case. This shall apply in particular to prices, quantities, delivery periods and delivery options. (2) Buyer’s purchase orders or orders shall be deemed to be a binding offer of contract. Unless otherwise stated in the purchase order or the order, the Seller shall be entitled to accept this offer of contract by means of an order confirmation within fourteen (14) days of its receipt. (3) The contract concluded through the Buyer’s purchase order or order and the Seller’s order confirmation represents the entire agreement between the Parties and supersedes any oral agreements between the Parties, unless it is expressly stated that such oral agreements shall continue to apply in a binding manner. Additions and amendments to the contract, including these General Terms and Conditions of Sale, must be made in text form in accordance with Section 126b BGB to be valid. (4) Information provided by the Seller on the subject of the delivery or service (e.g. weights, dimensions, ingredients) as well as depictions of the same (e.g. drawings, graphics and illus- trations) are only approximations unless the usability for the contractually intended purpose requires an exact concurrence. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations according to custom and usage and deviations resulting from legal provisions or deviations constituting technical improvements as well as the replacement of components with equivalent components, are permissible insofar as they do not impair the usability for the contractually intended purpose. (5) The Seller shall retain the ownership title or copyright to any offers and cost estimates submitted by the Seller and any drawings, graphics, illustrations, calculations, brochures, catalogues, models, samples, tools and other documents and aids provided to the Buyer. The Buyer may not make these items available to third parties, either as such or in terms of content, disclose them, use them itself or through third parties, or reproduce them without the express consent of the Seller. At the request of the Seller, the Buyer shall return these items to the Seller in full and destroy any copies made if they are no longer required by the Buyer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded hereof shall be the storage of data provided electronically for the purpose of usual data backup. § 3 Buyer Specific Goods (1) According to the respective contract, We produce specific Goods and packaging for the Buyer. The provisions of this § 3 apply in addition to contracts for the delivery and performance of such buyer specific Goods. (2) Insofar as We have to produce final artwork and digital print templates for the packaging of the Goods, the Buyer shall be obliged to provide us with the data, product information and artwork required for this activity. (3) Insofar as the Buyer provides us with templates, data and information for use, the Buyer shall assure that its authorised to deliver and use these templates, data and information. The Buyer shall indemnify the Seller against all claims by third parties based on a legal defect of these templates, data or information. (4) The Seller shall expressly be entitled to use protected trademarks, logos, names or other business identifiers of the Buyer for the purpose of performance of the respective contract. (5) The Seller reserves the right to refuse the use of templates, data and information if they could lead to a breach of legal provisions, official orders or morality, or if there is reasonable cause for concern that they could lead to an infringement of the rights of third parties. In this case, both Parties shall be entitled to terminate the respective contract. (6) Insofar as the Seller provides the Buyer with templates, data and information (e.g. standard motifs) for the purpose of executing the respective contract (e.g. for the production or co- ordination of final artwork or digital print templates), these may only be used by the Buyer for the purposes of the respective contract. No other uses shall be permitted. (7) Unless expressly agreed otherwise, the Seller shall be entitled to delete buyer specific digital (print) data 12 months after invoicing for the respective contract. (8) Buyer specific Goods and packaging will be produced as soon as their design has been ap- proved by the Buyer. For this purpose, the Seller shall submit appropriate samples or proofs to the Buyer for approval. Any agreed delivery periods pursuant to § 4 of these GTC shall only begin with the date of the release of the sample and/or the proof. (9) Unless expressly agreed otherwise, all tools required for the production of the Goods (e.g. moulds, films, printing plates, production and hand tools, master stamps) shall remain the property of the Seller. Unless expressly agreed otherwise, this applies also if the Buyer has made a financial contribution to the manufacture of the tools. (10) The tools for buyer specific custom-made products shall remain protected for the Buyer for the period of two years from the date of invoicing for the relevant contract and shall not be used for other customers of the Seller. However, unless expressly agreed otherwise, We shall be entitled to use Goods manufactured with these tools as samples or for ad- vertising purposes. (11) Tools for buyer specific custom-made products shall be kept by the Seller for two years from the date of invoicing for the relevant contract. § 4 Delivery Periods (1) Unless expressly agreed otherwise, information concerning delivery periods shall be only approximate. Unless expressly agreed otherwise, information concerning delivery periods refer to the time of handover to the carrier, freight forwarder or other third party commissioned with the transport or (in the case of pick up by the Buyer) to the Buyer. (2) Compliance with agreed delivery periods shall be subject to the timely and proper fulfilment of all obligations of the Buyer. We reserve the right to plead non-performance of the contract. (3) The Seller shall not be liable for the impossibility of delivery or for the delay in delivery insofar as this was caused by an event of force majeure or other events unforeseeable at the time of the conclusion of the contract and for which the Seller is not responsible. Events of force majeure and unforeseeable events within the meaning of the preceding sentence shall be deemed to be in particular labour disruptions and interruptions, impossibility or delays in the procurement of raw materials, delays in transport, strikes, lockouts, periods of energy shortage, energy scarcity, difficulties in obtaining official permits, official measures, pandemics or epidemics or non-delivery, incorrect delivery or late delivery by upstream suppliers for which the Seller is not responsible. If the Seller will be unable to meet delivery periods due to such events, the Seller shall inform the Buyer thereof without undue delay. If such events are only of temporary nature, delivery periods shall be extended accordingly. If such events make it significantly more difficult or impossible for the Seller to deliver and the hindrance is not only of temporary nature, the Seller shall be entitled to withdraw from the contract in whole or in part; in this case, any payment already made or other consideration already provided shall be refunded to the Buyer without undue delay. (4) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the Buyer shall be required. (5) The rights of the Buyer pursuant to § 10 of these GTC and our statutory rights in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unrea- sonableness of performance and/or supplementary performance) shall remain unaffected. § 5 Delivery (1) Unless expressly agreed otherwise, delivery of the Goods shall be ex works of the Seller. Unless expressly agreed otherwise, the risk shall pass to the Buyer when the products are handed over to the carrier, freight forwarder or other third party commissioned with the transport or (in the event of pick up by the Buyer) to the Buyer. (2) At the request and expense of the Buyer, the Goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, the right to determine the type of shipment (in particular transport company, shipping route, packaging) shall lie with us. (3) Unless otherwise stated in the contract, delivery excluding packaging shall be deemed agreed. (4) The Seller shall be entitled to make partial deliveries and render partial services for justified reasons, insofar as this will be reasonable for the Buyer. Each partial delivery shall result in partial performance of the delivery obligation. (5) We reserve the right to produce excess or short quantities within a fluctuation range of +/- 10 % for reasons relating to production. (6) In the event of default in acceptance or other culpable breach of duties to cooperate on the part of the Buyer, the Seller shall be entitled to compensation for the resulting damage, including any additional expenses. In this case, We shall charge a flat-rate compensation of 0.5 % of the net invoice amount of the relevant delivery per calendar week or part thereof, but no more than 5%of the net invoice amount, beginning with the agreed delivery date or, in the absence of a delivery date, with the notification that the Goods are ready for dispatch. The Seller reserves the right to prove that a higher damage has been incurred. The Buyer reserves the right to prove that no damage at all or only significantly less damage has been incurred. Further claims of the Seller shall remain reserved. (7) In this case, the risk of accidental loss or accidental deterioration of the products will pass to the Buyer at the time of default of acceptance or other breach of duties to cooperate. (8) We will not take back transport packaging and all other packaging in accordance with the Packaging Act, such packaging will become the property of the Buyer (exempted hereof shall be Euro exchange pallets). § 6 Prices and Terms of Payment (1) The prices stated in our order confirmation shall be decisive. (2) Unless expressly agreed otherwise, the prices will be in euros, ex works of the Seller and subject to addition of costs of packaging. Unless otherwise agreed, they are subject to the addition of the respective statutory value added tax and any further taxes, customs duties or other import or export charges. (3) We reserve the right to charge for excess or short quantities of 10 % relating to reasons of technical production, without this resulting in a change to the agreed price. (4) Unless otherwise agreed, the prices do not include design costs. In the absence of an agreement to the contrary, the services for the development of Buyer specific Goods in ac- cordance with § 3 of these GTC and for the production of designs and means of production (e.g. moulds, films, drawings, printing plates, production and hand tools, master stamps) in particular shall be remunerated and invoiced separately. (5) The Seller expressly reserves the right to adjust prices if there will be a period of more than thirty (30) days between the date of the order confirmation and the delivery of the Goods and if there will be a demonstrable and substantial increase in the costs of manufacturing the Goods, such as material or energy costs. In this case, the Buyer may cancel the contract concerned without further costs. Claims for damages by the Buyer are excluded. (6) Unless expressly agreed otherwise, the purchase price will be due and payable within thirty (30) days from the date of invoice and delivery of the Goods. (7) Insofar as advance payment has been agreed, any agreed delivery periods in accordance with § 4 of these GTC shall only begin from the moment of receipt of payment. (8) In the event that, after the conclusion of the contract, the Seller has reasonable grounds to believe that the Buyer is not in a position to fulfil its obligations (e.g. if the Buyer fails to make due payments), the Seller shall be entitled, at the Seller’s discretion, to deliver Goods only against advance payment or appropriate security. The Seller shall declare a corresponding reservation at the latest with the order confirmation. (9) Generally, payments are only deemed to have been made on the day on which We can dispose of the corresponding amounts. In the event of partial deliveries, We expressly reserve the right to invoice on a pro rata basis. Transaction fees from foreign banking transactions shall be borne by the Buyer. Payments are to be made directly to us. (10) The Buyer shall only be entitled to rights of set-off or retention insofar as the Buyer’s claim has been finally and non-appealably established or is uncontested. In the event of defects in delivery, the counter rights of the Buyer shall remain unaffected, in particular pursuant to § 9 para. 5 sentence 2 of these GTC. (11) If it becomes apparent after the conclusion of the contract that our entitlement to the purchase price is jeopardised by the Buyer’s inability to perform (e.g. due to an application for the opening of insolvency proceedings), We shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). § 7 Retention of Title (1) All delivered Goods shall remain our property (“Goods Subject to Retention of Title”) until all our present and future receivables, to which we are entitled in connection with the contract and the ongoing business relationship have been fully settled (“Secured Receivables”). (2) The Goods Subject to Retention of Title may neither be pledged to third parties nor assigned as security before full settlement of the Secured Receivables. The Buyer must inform us with- out undue delay in writing if and to the extent that third parties seize the Goods Subject to 154