General Terms and Conditions for Sales

1. General Provisions, Scope of Application
All present and future legal relations between Edelmann Printing Machines GmbH (hereinafter, the „Supplier“) and the Customer shall comply with these Terms and Conditions, unless the wording of the order confirmation or other enclosed special terms and conditions contain provisions to the contrary. The Supplier hereby expressly objects to any other general terms and conditions of business of the Customer. The INCOTERMS of the International Chamber of Commerce in Paris as effective on the date of delivery or performance shall apply additionally in cross-border business transactions.
The offer, order acknowledgment, order acceptance of sale of any products covered herein is conditioned upon the terms contained in this instrument. Any conditional or different terms proposed by the Customer are objected to and will not be binding upon the Supplier unless assented in writing by the Supplier.
These conditions shall govern any future individual contract of sale between the Supplier and the Customer to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
The provisions of these Standard Terms and Conditions extend to standard contract conditions which are used in a contract with a merchant in the course of business only.

2. Orders and Specifications
No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier or the Supplier’s representative within 21 days after submittal.
The quantity, quality and description of and any specification for the goods shall be those set out in the Supplier’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Supplier).
The offers of the Supplier shall be non-binding and subject to change. Dates shall only be binding if recorded in writing.
The Supplier hereby reserves the title and copyright to sales literature, quotation, cost estimates, designs, illustrations and other documents; such items may only be made accessible to third parties upon the prior written approval of the Supplier.
The product is within the EC specified pursuant to CE regulations. If any further specifications are required by statute in the country, in which the product will be used, the Customer shall be responsible to submit according notice to the Supplier.
The Customer shall be responsible for the Supplier for ensuring the accuracy of the terms of any order submitted by the Customer, and for giving the Supplier any necessary information relating to the goods within a sufficient time to enable the Supplier to perform the contract in accordance with its terms.
Changes in the specifications of the ordered product are – if at all – only possible against additional consideration and may cause an undetermined delay of the agreed delivery date.
If the goods are to be manufactured or any process is to applied to the goods by the Supplier in accordance with a specification submitted by the Customer, the Customer shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with or paid or agreed to be paid by the Supplier in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual rights of any other person which results from the Supplier’s use of the Customer’s specification.
The Supplier reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory requirements or, where the goods are to be supplied to the Supplier’s specification, which do not materially affect their quality pr performance.

3. Price
The price of the goods shall be the Supplier’s quoted price or, where no price has been quoted, the price listed in the Supplier’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from Germany, the Supplier’s published export price list shall apply.
Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are given by the Supplier on an ex works basis, and where the Supplier agrees to deliver the Goods otherwise than at the Supplier’s premises, the Customer shall be liable to pay the Supplier’s charges for transport, packaging and insurance.
The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Supplier.
The costs for installation, implementation and instruction are not included in the purchase price, but are performed based on the enclosed Terms of Tariff for Service Work“ by the Supplier and charged separately.

4. Terms of Payment
Unless explicitly agreed otherwise, the Customer shall be obliged to make an advance payment of 30 % of the total purchase price at order acknowledgement and effect payment of the remainder of 70 % upon notice of delivery by the Supplier (prior to delivery).
Payment shall be effected by interbank payment transaction only; no cheque or bill of exchange will be considered as fulfillment of the payment obligation.
It may be agreed between the parties that the Customer has to make a prepayment of 30 % and deliver an irrevocable letter of credit issued by a major German bank acceptable to the Supplier as collateral for 70 % of the purchase price for the benefit of the Supplier at the time of order acknowledgement. The letter of credit must be payable free of charge for the Supplier in Germany. It shall be payable in the amount of 70 % by sight.
If the Customer fails of make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall at his discretion be entitled to:
cancel the contract or suspend any further deliveries to the purchaser; or
charge the Customer interest on the amount unpaid, at the rate of 8 per cent per annum above European Central Bank reference rate from then being valid, until payment in full is made.

5. Delivery
Deliveries shall, in principle, be made on the dates stipulated in the confirmation. Force majeure, industrial disputes, unrest, administrative measures and any other unforeseen and significant events for which the Supplier is not responsible and which the Supplier cannot prevent shall release the Supplier from its duty to perform for the duration of the disruption and in the scope of its effects. This shall also apply in the event the circumstances arise at contractors of the Supplier. The Supplier shall also not be responsible for the above-mentioned circumstances in the event such arise during an existing delay. The Supplier shall inform the Customer as soon as possible of the commencement and cessation of such hindrances in important cases.
If the Customer fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the goods had been delivered. The Supplier shall arrange for the storage of the goods at the risk and cost of the Customer. If required by the Customer the Supplier shall insure the goods at the cost of the Customer.

6. Transfer of Risks, Transport Insurance, Packaging
Risk of damage to or loss of the goods shall pass to the Customer as follows:
in the case of goods to be delivered otherwise than at the Supplier’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the goods, the time when the Supplier has tendered delivery of the goods;
in the case of goods to be delivered at the Supplier’s premises (“ex works”, Incoterms 2000) at that time when the Supplier notifies the Customer that the goods are available for collection.
The Supplier will cover the delivery by transport insurance, the costs of which shall be borne by the Costumer. The Customer must have damages to the shipment confirmed immediately by the transport company in writing.
No packaging material shall be taken back. The Customer shall be obligated to ensure the proper disposal of such packaging at its own expense.

7. Rescission of the contract and damages in place of performance
If the Supplier fails to provide a due performance or fails to do so in compliance with the agreement („breach of duties“) the Customer shall only be entitled to rescind the agreement or to receive damages in place of the performance,
if the breach of duties committed by the Supplier was not insignificant,
if it demands from the Supplier in writing to provide the performance within a reasonable period of not less than 14 days, and
the Supplier failed regardless to perform within the set period.
§§ 323 paras. 2 to 6, 326 para. 5 of the Civil Code as well as § 281 paras. 2 to 5 of the Civil Code remain unaffected. In setting the deadline especially that due performance is to be designated precisely for which the deadline is set (qualified setting of deadlines).
If the Supplier failed to provide the performance or failed to do so in accordance with the agreement within the deadline set by the Customer, the Supplier may demand while setting a reasonably deadline from the Customer that the latter should declare whether he continues to insist on the provision of the performance. Up to the point of time at which the Customer decides this the Supplier is under no obligation to provide the performance.

8. Warranties
The Customer shall examine the Goods as required by German Law (§§ 377, 378 of the German Commercial Code) and in doing so check every delivery in any respect.
The Supplier shall not be liable for the Goods being fit for a particular purpose unless otherwise agreed upon, to which the Customer intends to put them.
The above warranty is given by the Supplier subject to the following conditions:
the Supplier shall not be liable in respect of any defect in the goods arising from any design or specification supplied by the Customer;
the Supplier shall not be liable under the above warranty if the total price for the goods has not been paid by the due date for payment;
the above warranty does not extend to parts, materials or equipment manufactured by or on behalf of the Customer unless such warranty is given by the manufacturer to the Supplier.
This warranty does not cover defects in or damage to the products which are due to improper installation or maintenance, misuse, neglect or any cause other than ordinary commercial application.
Any discharge from liability will be void if a defect results from a negligent or intentional breach of contract on the part of the Supplier. The same applies if the Supplier may be held responsible for the breach of any further essential contractual obligation.
Claims of the Customer due to defects shall be excluded in the event of unsubstantial quality defects. An unsubstantial quality defect shall be deemed to exist in particular in the event the value or suitability for a common use is only insubstantially reduced. In the event of defects in the delivered goods, the Supplier may first either make a subsequent delivery or rectify the defective goods (subsequent performance). Subsequent performance shall be excluded in the event if this leads to disproportionate costs being incurred by the Supplier.
In the event the subsequent performance fails, is refused, or cannot be reasonably expected or the Customer has unsuccessfully set the Supplier a deadline for subsequent performance or if the setting of a deadline is superfluous, the Customer shall be entitled to demand a reduction of the price or withdraw from the Agreement. This will not affect the right to demand damages or compensation for futile expenses.
Any claim by the Costumer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall be notified to the Supplier within twelve months from the date of delivery.

9. Liability
The Supplier shall only be liable – regardless of legal grounds – in the event that the damage is caused by the negligent breach of a material contractual duty in a fashion which prejudices the achievement of the contractual objective or in the event that such damage is attributable to the gross negligence or wilful conduct by the Supplier.
In the event the Supplier is liable for the breach of a material contractual duty in absence of gross negligence or wilful conduct the Supplier’s liability shall be limited to the extent of damage which the Supplier must typically expect upon the conclusion of the Agreement due to the circumstances known at that time. The foreseeable, typically arising damage shall amount to the value of the good delivered within the framework of the contractual relationship.
Damage claims in accordance with the Product Liability Act and due to the loss of life, personal injury or prejudice to health shall remain unaffected.

10. Retention of Title
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Customer until the Supplier has received payment in full of the price of the Goods and all other Goods agreed to be sold by the Supplier to the Customer for which payment is then due. The Supplier’s title shall also extend to new products arising from the processing of the reserved goods. The goods shall be deemed to have been processed for the Supplier as manufacturer. In the event the goods are processed, connected or blended with items not belonging to the Supplier, the Supplier shall obtain joint title to the new goods in the proportion of the invoice amount of the good retained by the Supplier to the invoice values of the other materials.
In the event the Customer acts in breach of contract, particularly in case of delayed payment, the Supplier shall be entitled to recover the goods. Recovering the goods shall not constitute rescission of the Agreement unless the Supplier expressly declares this in writing. The pledging of the good by the Supplier shall always be equated with the rescission of the Agreement. The Supplier shall be authorized to sell the recovered goods after recovering them and the proceeds from such disposal shall be offset against the liabilities of the Customer after the deduction of reasonable sales costs.
Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Supplier’s fiduciary agent, and shall keep the Goods properly stored, protected and insured against fire, water and theft. The Goods shall be marked as property of the Supplier.
Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Supplier for the proceeds of sale or otherwise of the Goods including insurance proceeds, and shall keep all such proceeds separate form any moneys or properties of the Customer and third parties.
The Customer shall be entitled to sell the Goods in the ordinary course of business; however, the Customer assigns by means of anticipation all receivables resulting from a future sale of the Goods (including bills of exchange and checks) in the amount of the invoice value (including value-added tax) in order to secure the respective claims. In the event Goods to which the Supplier holds a joint title are sold, the assignment shall be limited to that portion of the receivables which correspond to the portion in joint ownership. The Customer shall continue to be entitled to collect such receivables after the claims have been assigned. The authority of the Supplier to collect the receivables shall remain unaffected. The Supplier shall, however, be obliged not to collect the receivables as long as the Customer fulfils its payment obligations regarding the proceeds received, does not default in payment and in particular, no petition has been filed to introduce insolvency proceedings, or payments have not been suspended. In the latter event, the Supplier shall be entitled to demand that the Customer notify the Supplier of the assignment of the receivables and their debtors, provides all information necessary for collection, surrender all related documents and inform the third party of the assignment.
If third parties take up steps to pledge to otherwise dispose of the goods, the Customer shall immediately notify the Supplier in order to enable the Supplier to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Customer fails to do so in due time he will be held liable for any damages caused.
The Supplier shall on demand of the Customer release any part of the collateral if the value of the collateral held in favor of the Supplier exceeds the value of the claims being secured. It is to the Supplier’s decision to release those parts of the collateral suitable for him.

11. Miscellaneous
The Supplier reserves the right to improve or modify any of the products without prior notice, provided that such improvement or modification shall not affect the form and function of the product.
This agreement supersedes and invalidates all other commitment and warranties relating to the subject matter hereof which may have been made by the parties either orally or in writing prior the date hereof, and which shall become null and void from the date of the agreement is signed.
The Parties hereby agree to keep all information designated as confidential or recognizable as trade or business secrets made accessible to them in connection with this Agreement or for other reasons confidential for an unlimited period of time and to neither record or otherwise utilize such information unless required for the purposes of this Agreement.
The German version of these Standard Terms shall prevail in case of doubt.

11. Choice of Law; Place of Jurisdiction
This agreement shall be governed by and construed in accordance with German law and each party agrees to submit to the jurisdiction of the courts having jurisdiction for the Supplier.
The Supplier shall have the right to bring a claim before a court at the Customer’s principal place of business or at his discretion before any other court being competent according to any national or international law.
Place of performance shall be Beerfelden.