Terms and Conditions.


Terms and Conditions (terms of delivery and payment) for the graphics industry.
May 2018

I. SCOPE OF APPLICATION

1. The deliverables, services and offers of the contractor (“Contractor”) are provided exclusively on the basis of these Terms and Conditions. These Terms and Conditions apply to all future business transactions, even if the customer (“Customer”) does not expressly agree to them separately. Any counter-confirmation by the Customer with reference to the Customer’s own terms of business or terms of delivery is hereby rejected. 2. Deviations from these Terms and Conditions shall be valid only if the Contractor acknowledges them in writing.3. These Terms and Conditions shall remain binding even if individual provisions thereof are invalid for any reason.

II. PRICE QUOTATIONS

1. The prices stated in the Contractor’s offer are subject to the proviso that the order information on the basis of which such offer was made remains unchanged. The prices quoted by the Contractor do not include VAT, unless the notice or the offer is directed at consumers within the meaning of the Consumer Protection Act. The Contractor’s prices are ex-works. Such prices do not include freight, postage, insurance and other shipping costs. Unless otherwise specified in the offer, the prices of all order-related materials such as substrates (paper, cardboard, etc.), printing devices (films, reproductions, plates, dies, etc.) and bookbinding materials, as well as all special distribution costs (special packaging, etc.) are market prices that can be adjusted to the respective price situation at the time of production. Prices include only simple packaging (wrapping) of the printed products. If the Customer requests special packaging (paperboard, cardboard, pallet, box), the price of such packaging shall be charged to the Customer at cost. If boxes or pallets are returned in perfect condition within 4 weeks of delivery, up to two-thirds of the cost price of the boxes or pallets can be credited to the Customer.

2. Where the language of any order deviates from that of an offer in any way, the order shall require confirmation by the Contractor to be binding. Objections to the content of an order confirmation that deviates from the order letter must be lodged within two business days of receipt of the order confirmation. Otherwise the content of the order confirmation shall be deemed to have been agreed.

3. Quoted prices are non-binding unless such prices are expressly designated as binding. An increase in significant direct costs (e.g. films, plates, data media, paper, cardboard, printing plates, reproductions, bookbinding material, costs of data transmission, etc.) as well as an increase in personnel costs due to collective bargaining agreements or statutory provisions after the price has been paid but before settlement of the delivery shall entitle the Contractor to charge the Customer for the resulting price increases, even without prior notice that the charges will exceed the price quoted. The Customer expressly agrees to this condition.

4. Subsequent changes requested by the Customer (e.g. also in the context of the so-called Customer corrections and author’s proof), including the resulting machine downtime, shall be charged to the Customer. Subsequent changes requested by the Customer also include repetitions of proofs due to slight deviations from the original master or the Customer’s instructions.

5. Changes made by the Customer that result in increases of the quoted price (cost estimate) shall be deemed to have been approved by the Customer without notification by the Contractor. The Customer waives the right of withdrawal for such cases. Changes to orders or additional orders can be invoiced at reasonable prices.

6. Design and printing costs as well as costs for final artwork shall be invoiced separately and are not included in the delivery prices. The same applies to all special requests beyond the typical scope of the order, e.g. creation of designs, finishing and packaging the print job. Samples and designs made at the request of the Customer shall, in any event, remain the property of the Contractor and shall be charged separately, even if the order is not executed.

7. The costs of data transmission initiated by the Customer (e.g. via ISDN) shall be borne by the Customer. The Contractor assumes no liability or warranty for transmission errors.

III. INVOICE PRICE

The Contractor shall invoice goods and services from the day on which the Contractor makes full or partial delivery, stores such deliverables on behalf of the Customer or holds such deliverables for delivery to the Customer on call. The invoice price may deviate from the order price if changes have been made to the basis on which the price was calculated, as described in Section II, or if changes are made by the Customer after a firm order has been submitted.

IV. PAYMENT TERMS

1. Payment (net price plus value-added tax) must be made in full within 30 calendar days of the date of invoice. If payment is made within 14 calendar days of the invoice date, the Contractor shall grant a 2% discount on the invoice amount. Any freight, postage, insurance or other shipping costs and the ARA license fee, provided such costs are listed separately on the invoice, shall not be subject to such discount. Bills of exchange and cheques will only be accepted if a special agreement has been made and on a cash payment basis, provided that the bank has confirmed acceptance of such bills and cheques. Refinancing costs and fees shall be borne by the Customer. Such costs and fees shall be paid by the Customer immediately. The Contractor is not liable for the timely submission, protest, notification and return of the bill of exchange in the event of non-performance, except in the case of intentional misconduct or gross negligence by the Contractor or its agent. In the case of bills of exchange, cheques or wire transfers, the day on which the bank makes a credit entry on behalf of the Contractor shall be deemed the payment date.

2. The Contractor may request advance payment for the provision of large quantities of paper and cardboard, special materials or preliminary work.

3. The Contractor has no obligation to execute the order before the stipulated advance payment has been made. Any additional consequences as a result thereof (e.g. failure to meet a delivery deadline) shall be borne by the Customer.

4. The Customer shall have a right of set-off only if the Customer’s claim is undisputed or finally adjudicated. A Customer who is a business person within the meaning of the Austrian Commercial Code (UGB) is not entitled to rights of retention and set-off.

5. Justified complaints shall not entitle the Customer to withhold payment of the entire invoiced amount, but only a reasonable amount.

V. LATE PAYMENT

1. If a major deterioration in the financial circumstances of the Customer is known or if the Customer has failed to make payment when due, the Contractor has the right to demand immediate payment of all invoices, including those not yet due. In addition, the Contractor has the right to make continuing work on current orders dependent on pro-rata payments. Furthermore, the Contractor has the right to withhold the goods that have not yet been delivered and to cease further processing of orders still in progress should the pro-rata payments not be made. The Contractor shall also be entitled to exercise such rights if the Customer does not make any payment despite having received a payment reminder.

2. In the event of a late payment, default interest of 4 percentage points above EURIBOR (Euro Interbank Offered Rate) shall be payable. This shall not preclude the assertion of additional claims for damages as a result of a late payment.

3. In the event of a late payment the Customer undertakes to reimburse the Contractor for reminders and collection fees incurred by the Contractor, insofar as such fees are necessary in pursuit of the Contractor’s claim, it being understood that the Customer undertakes, in particular, to reimburse the Contractor up to a maximum of the payments the Contractor made to the collection agency. Such payments are set forth in the regulation of the Federal Ministry for Digital and Economic Affairs [the Federal Ministry of Economics and Labour] on the maximum amounts payable to collection agencies. If the Contractor itself engages in collection activity, the Customer undertakes to pay an amount of € 15 net for each reminder letter issued, as well as an amount of € 5 net per half year for maintaining information about the debt on file during the collection process. In addition, the Customer shall reimburse the Contractor for any further losses including, in particular, any loss caused by correspondingly higher interest due on any credit accounts of the Contractor as a result of non-payment, irrespective of fault for the late payment.

VI. DELIVERY PERIOD

1. The delivery period shall commence on the date of receipt of the order by the Contractor, provided that all working documents are clearly and indisputably available to the Contractor, and nothing to the contrary was noted in the order confirmation. The delivery period shall end on the day the goods leave the Contractor’s premises.

2. Delivery periods agreed upon are only approximate dates, unless they have been expressly specified in writing as fixed dates. In the case of an agreed fixed date, the duties to cooperate (e.g. delivery of defect-free data, review of preliminary and interim results, delivery of the films, templates, author’s proof, etc.) and the relevant dates must be specified when the order is placed. If the Customer fails to comply with its duty to cooperate or if the Customer fails to meet the agreed deadlines, the Contractor shall not be liable for compliance with the agreed delivery date. This also shall apply in the case of subsequent order changes by the Customer. In addition, the Contractor shall be entitled to compensation for the resulting costs.

3. The progress of the delivery period will be interrupted for the duration of the review of proofs, press proof or type samples sent by the Customer.

4. In the event of a late delivery, the Customer can only demand performance and compensation for damages due to delay after setting a reasonable grace period. The Customer can only withdraw from the contract after setting a new grace period. The grace period must be appropriate to the type and size of the order.

5. In the case of force majeure or other unforeseeable or exceptional circumstances that arise without fault, such as difficulties in procuring materials, operational disruptions, strikes, lockouts, a lack of transport capacity, government intervention, power outages, etc. - even if they affect subcontractors or suppliers - the delivery period shall be extended to a reasonable extent if the Contractor is impeded in the timely fulfilment of its obligations. If delivery or service becomes impossible or unreasonable as a result of such circumstances, the Contractor shall be excused from its obligation to perform. If the delay in the Contractor’s performance lasts more than two months, the Customer shall be entitled to withdraw from the contract. If the delivery period is extended or if the Contractor is released from its performance obligation, the Customer cannot assert any claims for damages. The Contractor can only invoke such excuse if the Contractor notifies the Customer immediately.

VII. DELIVERY

1. Unless otherwise agreed, deliveries shall be made at the Contractor’s premises for the account and at the risk of the Customer. Transport insurance is only provided at the express request and expense of the Customer. The risk shall be borne by the Customer as soon as the shipment has been transferred to the transport provider or has left the Contractor’s warehouse for dispatch. If the shipment is delayed at the request of the Customer, the risk shall pass to the Customer upon notification that the shipment is ready for dispatch.

2. Delivery volumes may fluctuate upward or downward by up to 5% for the simplest work, up to 10% for more difficult or multi-coloured work, and shall be charged or credited pro-rata on the basis of the print run. If the material is provided, the tolerance rates of the supplier industry shall also be taken into account. For deliveries of customised paper products of less than 1,000 kg, the percentages shall increase to 10% or 20%, or if less than 2,000 kg to 8% or 15%.

VIII. TYPESETTING AND TYPOGRAPHICAL ERRORS, CORRECTIONS

1. Typesetting errors shall be corrected free of charge if they are the fault of the Contractor.

2. Changes to the printer’s copy shall be charged to the Customer according to the amount of time worked (author’s proof). Changes requested via telephone, fax or e-mail shall be made by the Contractor without liability for accuracy. If the Customer requests changes or corrections via e-mail, the Customer shall immediately inform the Contractor of such e-mail in a suitable manner (e.g. via telephone or fax). This shall apply, in particular, to subsequent changes to galley proofs that have already been cleared for press.

3. Galley proofs will be submitted to the Customer only upon express request. However, the Contractor shall be entitled to present galley proofs even in the absence of an agreement. The Customer is also obliged to approve such proofs in this case. The Contractor is entitled to set a reasonable deadline for the Customer to approve the proofs, after the expiration of which the galley proof shall be automatically considered to be approved. If a galley proof is not presented, the Contractor shall be liable for misprints caused by the Contractor.

4. For spelling in German, the most recent edition of the Duden dictionary (new orthography) is authoritative.

IX. DELAYED ACCEPTANCE

1. The Customer is obliged to accept the goods dispatched according to the terms of the contract or made available for pickup without delay. If the Customer does not meet this obligation, the delivery shall be deemed to have taken place on the day on which such goods should have been accepted in accordance with the contract. The risk of accidental loss shall thus be borne by the Customer.

2. In the event of delayed acceptance or also in the event of inability to deliver caused by force majeure, the Contractor shall have the right to store the goods itself at the expense and risk of the Customer or to store such goods with a forwarding agent.

X. COMPLAINTS/WARRANTY

1. The Customer shall always examine the delivered goods to ensure their conformity with the contract as well as the preliminary or intermediate products sent for proofing. The risk of any errors shall be borne by the Customer upon declaration that the goods are ready to print, insofar as such errors are not errors that have arisen or could only be detected in the finishing processes following such declaration. The same shall apply to all other declarations by the Customer releasing the material for further processing.

2. Complaints (notices of defects) of obvious defects shall be communicated to the Contractor and substantiated immediately after delivery. Concealed defects must be reported to the Contractor immediately after they are discovered, but no later than 3 months after the goods leave the Contractor's premises or the Contractor’s control.

3. The warranty period for movable goods is three months.

4. The presumption of Section 924 of the Austrian Civil Code (ABGB) shall not apply. The Customer bears the burden of proving the existence of the defect at the time of delivery.

5. The right of recourse pursuant to Section 933 b, sentence 2 of the ABGB shall become time-barred two years after performance by the Contractor.

6. In the event that the Customer submits a warranty claim the Contractor, at its election, shall provide either a correction of the delivered goods or a replacement (substitution) for such goods. If such correction or replacement (substitution) entails a disproportionately high expenditure for the Contractor or is impossible to perform, or if the Contractor refuses to undertake such correction or such replacement (substitution) or, as the case may be, fails to perform such correction or such replacement within a reasonable amount of time, the Customer may request only a price reduction. The request for a substitution by the Customer shall be limited only to those cases in which the defective good can no longer be used for its intended purpose.

The Contractor shall not be liable for consequential damages unless the Contractor or its agent engaged in intentional misconduct or acted with gross negligence. The Customer bears the burden of proving such gross negligence of the Contractor or its agent.

7. If the order entails subcontracting or the further processing of printed matter, the Contractor shall not be liable for the resulting defect of the product to be processed or further processed, with the exception of losses arising from intentional misconduct or gross negligence.

8. For partial deliveries, these provisions shall apply to the items delivered. Defects of some such items shall not justify a complaint about the entire delivery.

9. For colour reproductions in all printing processes, slight deviations from the original shall not be deemed defects. The same shall apply to the comparison between proofs and final prints, especially if the paper for the proof and the paper for the final print do not match. A warranty for the fastness properties of paints, bronzes, varnishes, protective coatings, laminations and rubber linings is provided only to the extent of subcontractors’ warranties vis-à-vis the Contractor.

10. If a digital proof is delivered to the Customer as a correctable intermediate product for the Customer’s approval, reference is expressly made to the fact that the final product may contain colour deviations that are caused by the different manufacturing processes. If a binding proof with respect to which the Customer may submit a warranty claim is required, such proof shall be created at the Customer’s expense.

11. For deviations in the quality of the materials used, the Contractor shall be liable only up to the amount of its own claims against the respective supplier. In such case, the Contractor shall be exempt from liability if it assigns its claims against the supplier to the Customer. The Contractor shall be liable as a guarantor if, due to the fault of the Contractor, claims against the subcontractor based on the fault of the Contractor are non-existent or unenforceable. For the materials used, the tolerances that are set forth in the relevant supplier’s delivery terms or those that are customary in the industry shall apply.

12. The Contractor shall not be liable for damage caused by improper storage of the products by the Customer.

13. If rejected print products can no longer be returned to the Contractor, then a warranty or compensation claim will be honoured only if a detailed statement specifying the defect in accordance with a recognised quality control method is submitted to the Contractor. In such case, the Customer shall accept the Contractor’s quality documentation based on a recognised quality assurance method.

XI. LIMITATION OF LIABILITY

1. Claims for damages are excluded unless the damage was caused by intentional misconduct or gross negligence. Claims for damages due to impossibility of performance are limited to the replacement of the foreseeable damage and the amount of the order value, insofar as the damage was not caused by intentional misconduct or gross negligence. The above limitations of liability shall apply to the same extent to the Contractor’s subcontractors or agents. In addition, the Contractor shall not be liable for gross negligence on the part of subcontractors or agents in any transaction unless the allegation of gross negligence is directed at a member of the Contractor’s managerial staff.

2. Additionally, in the event of liability only financial compensation can be demanded, it being understood that such liability shall be limited to the amount of the order value. In view of this, it is recommended that the Customer take out additional insurance. Insofar as damage is attributable to the Contractor’s fault (on grounds other than gross negligence), claims for damages shall be limited to the value of the order (i.e. own performance excluding advance performance and materials. No damages shall be awardable for lost profits.

3. Claims for damages shall be asserted by initiation of legal proceedings within six months from the time the damage becomes known or within three years from the time of delivery or the provision of services. Thereafter, such claims shall expire. After one year from the time of delivery or provision of services by the Contractor, the Customer shall bear the burden of proof.

4. If the Contractor is arguably liable, the Contractor shall be released from liability in the amount by which it assigns existing and enforceable claims against suppliers or further processing companies to the Customer.

5. The obligation to pay compensation for property damage under the Product Liability Act or product liability claims that can be derived from other laws is excluded. The limitation of liability shall be fully binding on any customers, together with the obligation to further impose such limitations on any subsequent transferee. The subject goods offer only the assurance that can be expected in consideration of such item’s material-specific properties.

XII. SUPPLIED MATERIALS AND DATA

1. Materials provided by the Customer, such as drafts, printing plates, films, data media of all kinds, paper, etc. shall be delivered freight pre-paid to the Contractor. Receipt of such materials shall be confirmed without assurances regarding the accuracy of the quantity indicated in the freight documents. The Contractor is only able to duly accept and inspect such materials during the production process and is only liable for such damage which has arisen through the Contractor’s own fault (see Section XI). The Contractor shall not be obligated to conduct an inspection and provide a warning with regard to the following items delivered or transmitted by the Customer itself or by a third party engaged by the Customer: materials, data (e.g. via ISDN) and printing equipment provided by the Customer such as typesetting equipment, floppy disks, films, etc. In particular, in the case of data media provided by the Customer or data transmitted by the Customer, the stored data (text, images) shall not be inspected for accuracy by the Contractor. The Contractor shall not be liable for defects in printing equipment provided directly or indirectly by the Customer as well as for errors in the final product which are due to defects in the data supplied. Should the Customer request a review by the Contractor, such review and any corrections shall be charged separately.

2. Drafts furnished by the Customer for the order (e.g. computer printouts, digital proofs) are not binding. Reference is expressly made to the fact that the final product may contain colour deviations which are caused by the different manufacturing processes.

3. For data delivered or transferred by the Customer or by a third party engaged by the Customer, in the case of simple digital-to-analogue printing the costs of all exposures and prints requested in connection therewith shall be borne by the Customer. The processing of data shall occur only at the express request of the Customer and shall be invoiced separately. If no binding proof or other proof is provided by the Customer or if such proof is not ordered from the Contractor, the Contractor shall not be liable for the accuracy and reliability of the exposure or the print. This also applies if the technical information on which the order is based is incomplete or incorrect.

4. The Customer shall be solely responsible for data backup. The Contractor is nevertheless entitled to make a copy.

5. The following points shall also apply to data provided to the Contractor by the Customer: The Customer shall deliver a composite file in accordance with ISO 15930-3 in PDF format (preferably PDF/X3). Fonts contained in the document shall be embedded, and imported image files and high-resolution data (OPI) shall be supplied as well. The use of application formats (such as InDesign, Quark, Photoshop, etc.) shall be agreed upon by the Customer and the Contractor beforehand. With the data, the Contractor shall receive a proof (1:1) from the Customer as well as a list of all files (name, date, time) with the fonts used (name of the font, manufacturer, version number) and the programs used (name, manufacturer, version number). Such list shall be provided using data media or telecommunications equipment. The source profile of the data and the output print profile used in the proof shall be made available (ICC profiles). A Ugra/Fogra media wedge CMYK-TIFF shall be printed on a digital proof. The following details shall be clearly marked on the proof by the Customer in order to avoid errors: Text, layout and image changes requested by the Customer; a “placeholder” for images and texts; format with and without trimming (minimum 3 mm); screen definition and screen type (e.g. frequency-modulated) in accordance with the requirements of the applicable process stage of the ISO 12647 standards. In order to avoid a reduction in quality, the Customer’s images must be delivered to the Contractor as CMYK data. The Customer guarantees that only licensed fonts (only postscript fonts) shall be used for the creation of the data media. If the amount of data supplied by the Customer exceeds 25 MB, the costs incurred for the examination of the data shall be charged to the Customer according to the time spent on such examination. If the Customer does not deliver a proof and a list of files, such proof and list shall be prepared by the Contractor and billed to the Customer additionally.

6. The Contractor is entitled to invoice the Customer for all costs associated with the inspection and storage of the material provided.

7. Upon processing of the order, packaging material as well as the usual waste produced by trimming, punching, printing preparation and production runs shall become property of the Contractor.

XIII. ORDER DOCUMENTS

1. For manuscripts, drafts, templates, printing forms, transparencies, films, data media and other documents within the meaning of Section XII (1), the Contractor shall be liable until 4 weeks after completion of the order. Beyond such time, the Contractor shall not be liable in any way for documents that are not reclaimed. The Contractor is also not obliged to keep such documents or the items to be reused beyond such time.

2. The aforementioned items, to the extent they were provided by the Customer, shall be treated with care until the delivery date. The Contractor shall be liable for damages only in cases of intentional misconduct or gross negligence (former item 6 from Section XII).
The Contractor shall be liable as a bailee within the meaning of the Austrian Civil Code.

3. If the items described above are to be insured, the Customer itself shall arrange for the insurance.

XIV. STORAGE OF PRINTED PRODUCTS AND SIMILAR PRODUCTS, ARCHIVING OF DATA

1. The Contractor is under no obligation to store printed products, work tools, intermediate products and printing equipment (such as camera-ready data, films, montages, printing plates, printing cylinders, cutting dies, papers, etc.) after completion of the contract, unless otherwise agreed with the Customer. In this case, the costs and risks of storage shall be borne by the Customer.

2. If temporary storage has been expressly agreed with the Contractor, the Contractor shall be liable for damage sustained to the goods during storage only if such damage is the result of intentional misconduct or gross negligence. The Contractor shall not be required to take out insurance coverage for risks associated with the stored goods.

3. The Contractor shall charge the Customer for the storage of finished or semi-finished products in accordance with the applicable freight handling tariff for business assets. The temporary waiver of the storage fee shall not include any waiver of the storage fee for products still stored at the Contractor’s premises. Such fee shall be calculated post-hoc for 3 months. The obligation to store typesetting equipment or other printing equipment agreed upon between the Contractor and the Customer shall expire if the Customer does not pay the costs for such storage within 4 weeks.

4. Products made available to the Contractor, in particular data and data media, shall be archived by the Contractor for a period extending beyond the time the final product is delivered to the Customer or its agents only after such archiving has been expressly agreed and for which special remuneration has been paid. If the aforementioned objects are to be insured, the Customer undertakes to insure such objects unless otherwise agreed.

XV. PERIODIC WORK

If the order comprises regularly recurring print work and if a date of completion or if a notice period has not been agreed, the order may only be cancelled by written notice with a notice period of three months to the end of a calendar quarter.

XVI. OWNERSHIP

Company property, work tools and intermediate products used by the Contractor for the production of the goods defined in the contract including, in particular, typesetting equipment, data media, printing plates, lithographs, films, templates, cartridges, punches, stereos and electroplating equipment and other tools required for the production process (printing equipment) and the processed data shall remain the property of the Contractor and shall not be furnished to the Customer, even if the Customer has paid for this work or such work has been billed separately. Also, no transfer for use shall occur. This also applies to the work tools (printing equipment) and data produced by another company on behalf of the Contractor who is obligated to deliver.

XVII. COPYRIGHT

1. Insofar as the Contractor itself owns the copyright and related rights to the delivered products or parts thereof, the Customer, upon accepting delivery, shall acquire only the non-exclusive right to distribute the delivered products; otherwise, the rights of use, in particular the right of reproduction, shall remain with the Contractor. The Contractor shall have the exclusive right to use the means of reproduction produced by the Contractor (typesetting, processed data, data media, films, reproductions, etc.) and printed products (flags, raw prints, etc.) to manufacture reproductions. The Contractor has no obligation to surrender such material, even for purposes of utilisation.

2. The Contractor shall not be obliged to verify whether the Customer has the right to reproduce the originals of whatever kind, to process or modify the order accordingly or to otherwise use such originals in the manner intended. The Contractor, however, is entitled to assume that the Customer retains all those rights vis-à-vis third parties as necessary for the execution of the order. The Customer gives express assurance that the Customer holds such rights.

3. If fonts or application software are provided by the Customer for the further processing of the data supplied by the Customer, the Customer assures the Contractor that the Customer is authorised to convey these limited rights of use. The Contractor assures the Customer that the Contractor will only use such fonts or application software to process the specific order.

4. The Customer undertakes to indemnify and hold the Contractor harmless from all claims made by third parties for infringements of copyright, related rights, other industrial property rights or privacy rights. The Contractor shall immediately notify the Customer of such claims and shall notify the Customer of the dispute in case of court proceedings. If the Customer fails to join the proceedings as a joined defendant, the Contractor shall be entitled to acknowledge the plaintiff’s claim and to demand compensation from the Customer without regard to the legal basis of the acknowledged claim.

XVIII. INTERMEDIARY LIABILITY

If an intermediary of the print job acts on behalf of a third party, such intermediary shall be liable as guarantor and payer for the collectability of the Contractor’s claim. The Contractor, however, has the right to demand payment of the outstanding claim from the intermediary only after the reminder to the principal has proved unavailing. The intermediary undertakes to transfer to its principal the rights of the Contractor.

XIX. RETENTION OF TITLE

1. The Contractor shall retain title to the delivered goods until the invoice price has been paid in full.

2. The following conditions apply only to business relationships with Customers who are business persons within the meaning of the Austrian Commercial Code (UGB): The Contractor shall retain title to the goods until payment in full by the Customer of all outstanding amounts owed to the Contractor by the Customer as of the date of the invoice. In the case of a current account, such retention of title shall be deemed collateral for the outstanding balance owed to the Contractor. The claims of the Customer from a resale of the goods subject to retention of title shall be assigned to the Contractor upon placing of the order to secure all claims of the Contractor arising from the business relationship. The Customer shall be entitled and authorised only to resell such goods as a result of a purchase, works, works delivery or similar contract if the claim from the resale is transferred to the Contractor. For products subject to copyright protection, the Customer shall procure or transfer the rights of use (exploitation rights) to the Contractor. The Customer shall not be otherwise entitled to dispose of the goods subject to the retention of title. At the request of the Contractor, the Customer shall disclose the assignment to the third-party purchaser for payment to the Contractor. If the value of the collateral pledged to the Contractor exceeds the Contractor’s claim by more than 20%, the Contractor shall release such collateral at the request of the Customer or a third party affected by the excess collateralization by the Contractor in the manner determined by the Customer.

XX. RIGHT OF RETENTION

The Contractor shall be entitled to a right of retention in accordance with Section 369 of the UGB to originals, transparencies, printing plates, films and reproductions, manuscripts, data media, raw materials and other items provided by the Customer until claims due under the business relationship have been satisfied.

XXI. NAME OR BRAND IMPRINTING

The Contractor is entitled to affix its company name or its brand logo to the products to be manufactured even without special authorisation from the Customer.

XXII. APPLICABLE LAW, PLACE OF PERFORMANCE, JURISDICTION

1. Austrian substantive law shall apply. The UN Convention on Contracts for the International Sale of Goods shall not apply. The language of the contract is German.

2. The place of performance for delivery and payment is the domicile of the Contractor.

3. The court of jurisdiction for civil actions relating to the existence or non-existence of a contractual relationship subject to these Terms and Conditions or for disputes arising from such contractual relationships, for civil actions by the Contractor the Contractor shall select either the court of jurisdiction of the Contractor or the court of general jurisdiction of the Customer; for civil actions against the Contractor, the court of general jurisdiction of the Contractor shall have exclusive jurisdiction.

XXIII. INFORMAL AGREEMENTS

All understandings including subsequent changes, additions etc. must be made in writing in order to be binding. Oral agreements such as those made by field staff shall be deemed as not having been made unless they are confirmed in writing.

XXIV. DATA PROTECTION

The Contractor (“Processor”) is obliged to comply with all data protection regulations in their valid versions. Where an order involves the transmission of personal data within the meaning of the EU’s General Data Protection Regulation (GDPR), the Processor is obliged to notify the Customer (“Controller”) of the data transfer, and to enter into an agreement with the Druckerei Ferdinand Berger & Söhne GmbH to process this data. In this respect, the Controller gives assurance that the Controller is authorised to conduct such data processing, and takes the necessary administrative and technical measures to protect the personal data transferred to the Processor. The Controller undertakes to indemnify and hold the Processor harmless from all claims made by third parties with or in connection with the personal data transferred by the Controller.

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