1. General  
The following Terms and Conditions of Business apply to all contractual relations between PrintoLUX® and the Client concerning deliveries of goods, works or services. In so far as the Client likewise uses General Terms and Conditions of Business, the contract shall be formed even if incorporation of General Terms and Conditions of Business is not expressly agreed upon. In so far as the various General Terms and Conditions of Business are consistent with each other in terms of content, these shall be deemed agreed upon. Conflicting individual provisions shall be replaced with the provisions of non-mandatory law. The same shall apply, if the Client's Terms and Conditions of Business contain provisions not contained in these present Terms and Conditions of Business. If these present Terms and Conditions of Business contain provisions not contained in the Client's Terms and Conditions of Business, these present Terms and Conditions of Business shall apply.  

2. Written Form
The contract formed between the Parties definitively comprises all agreements made between the Parties. In particular, the contract supersedes all preceding written and verbal agreements. Amendments and additions to this contract shall only be effective in writing. Nullification of this written form clause shall likewise require the written form.  

3. Offer
In principle, offers are subject to change without notice. PrintoLUX® shall be entitled to make technical improvements or make changes to the execution of performance, or changes in respect of the goods to be delivered, in so far as these changes are essential due to market conditions or local necessity. Prior notification of the Client shall only be essential if the prices offered rise by more than 10 % as a result thereof. The Client shall be entitled to rescind the contract in writing within 7 days of receipt of this notification.  

4. Delivery
In principle, any indication of delivery periods shall be non-binding. Within four (4) weeks after non-observance of a non-binding date for delivery, the Client may call upon PrintoLUX® in writing to make delivery or render performance within a reasonable time limit. Upon expiration of this time limit, the Client shall be entitled to rescind the contract. The Client may only demand compensatory damages or compensation for default-related losses, if PrintoLUX® is at fault due to intent or gross negligence. Compensation claims in cases of slight negligence shall be limited to 10 % of the order value. If delivery or performance is hindered by circumstances which are not imputable to PrintoLUX®, particularly in the event of force majeure, operational disruption or public authority measures, PrintoLUX® shall be entitled to rescind the contract.  In the case of deliveries of goods, the risk of destruction or deterioration shall pass to the Client upon hand-over of the goods to the forwarder contracted by PrintoLUX® or by the Client. 

5. Prices
All prices are understood to be without a cash discount or other reductions. Value-added tax shall be added at the respective statutory rate. In the case of deliveries of goods, the prices are understood to be subject to addition of transportation costs and any costs advanced by PrintoLUX® according to agreement.  

6. Payment
All prices shall be due and payable no later than four (4) weeks after the invoice date. Payment orders, bills of exchange and cheques shall be accepted exclusively on account of payment, and any resulting collection and discount expenses shall be charged to the Client.  

7. Provision of Security
PrintoLUX® shall be entitled to demand of the Client, prior to commencement of execution of the order, security in the form of an absolute bank suretyship for the order amount or any other suitable security interests and to make commencement of execution of the order conditional upon the provision of such a suretyship, if the order value exceeds the sum of EUR 50,000.-- (fifty thousand). The aforestated absolute suretyship must be due and payable on first request.  

8. Retention of Title
All goods delivered shall remain the property of PrintoLUX® until full settlement of the receivables to which PrintoLUX® is entitled from the underlying contractual relationship. The retention of title also extends to all other receivables in connection with the contractual relationship, such as, for example, supplementary services, deliveries of replacement parts etc. If the Client is a merchant, a legal entity under public law or a special asset under public law, the retention of title shall apply to all receivables resulting from the ongoing business relationship. PrintoLUX® shall only be obliged to waive the retention of title, if there are no further receivables under the ongoing business relationship or if sufficient security is provided. For the duration of retention of title, the Client shall only be entitled to sell the goods which are under retention of title, rent them out, assign them as security, or otherwise make them available to third parties in such a manner that PrintoLUX®'s security is impaired or alter them, if PrintoLUX® has given its prior written consent.  

9. Maintenance of Secrecy
The Client, including its personnel, undertakes to keep secret in relation to third parties and not make accessible to third parties in any manner any information, business dealings, drawings, samples or documents of PrintoLUX® - referred to as "Know-how" for short - which have come to its knowledge by reason of processing the order. The Client shall place its personnel under a written obligation to maintain secrecy accordingly.
The Know-how passed on to the Client shall be used by the Client exclusively for the purpose stated in the order. The Client shall not use the Know-how for other purposes, except where this has been contractually provided for, and shall not apply for registration of any property rights of its own for the Know-how or support third parties in this respect. This obligation to maintain secrecy shall apply for an indefinite period beyond the duration of execution of the order, except where otherwise expressly provided for. In this respect, the Client shall be obliged to furnish proof that the Know-how passed on to it was already known to it beforehand or was generally accessible.  

10. Copyrights and Other Property Rights
In so far as aids (e.g. custom software, tools etc.) stored on data carriers are made available to the Client in the course of execution of the order, the Client shall not acquire title to the data carriers or to the aids/programmes themselves. These shall be subject to the copyright of PrintoLUX® or shall establish other property rights or protectable rights of PrintoLUX®. The Client shall use them solely to the extent pre-specified by the order. The Client shall not be entitled to duplicate them, imitate them or make them accessible to third parties. Likewise, the Client undertakes to refrain from applying for registration of its own property rights in respect of those programmes.  

11. Warranty
1.  Any defect-related complaint must be lodged in writing with PrintoLUX® within 14 days of receipt of the goods in the case of obvious defects or without undue delay upon discovery in the case of hidden defects (cf. section 377 HGB [German Commercial Code]). Otherwise, warranty claims shall be excluded, unless PrintoLUX® fraudulently failed to disclose the defect (cf. section 438 BGB [German Civil Code]). 2. If a defect exists, PrintoLUX® shall be entitled, at its option, to rectify the defect or deliver a replacement. If supplementary performance fails, the Client may, at its option, rescind the contract or reduce the purchase price. The right of rescission shall be excluded in the case of an insubstantial defect. Other warranty claims of the Client, particularly damage claims, are excluded. 3. The time-bar period for claims of the Client based on a defect is 1 year from the hand-over of the goods to the Client. 

12. Liability
PrintoLUX®'s liability shall only be unlimited in cases of wilful intent or gross negligence, also on the part of its legal representatives and managerial employees. Liability for fault on the part of other authorized persons shall be limited to the order volume of the respective individual order, as well as to losses which can typically occur in the course of execution of the order. PrintoLUX® shall only be liable for slight negligence in so far as a duty whose fulfilment is of particular importance for attaining the purpose of the contract (material contractual obligation) is breached. If a material contractual obligation is breached, the limitation of liability under subsection 1 of this liability provision shall be applied mutatis mutandis. The limitations of liability of PrintoLUX® shall not apply in cases of wilful intent or gross negligence on the part of PrintoLUX® or persons authorised by it, in the case of personal injury, in cases of losses caused by the absence of a quality guaranteed by PrintoLUX® or in the case of claims under the Produkthaftungsgesetz [Product Liability Act].  

13. Default, Refusal to Perform, Retention
If the Client defaults on paying due amounts, default interest at the rate of 7 % above the respective base interest rate of the European Central Bank shall be owed by the Client. Both PrintoLUX® and the Client shall be free to prove that a higher or lower default-related loss has arisen. PrintoLUX® shall be entitled to a right to refuse to perform, if the Client ceases its payments because a petition for opening of composition or bankruptcy proceedings concerning its assets has been filed or the Client is seeking out-of-court composition proceedings, regardless of whether payments on account have been agreed upon or have been made; the Client breaches its contractual duties, particularly the obligation to maintain secrecy; the security interests provided by the Client prove to be worthless from a commercial perspective or have considerably lost value, and the Client does not provide security interests of equivalent value. Services already rendered by PrintoLUX® up until assertion of the right to refuse to perform shall be fully remunerated. Rights of retention on the part of the Client shall generally be excluded, if the Client is a merchant within the meaning of the German Commercial Code [HGB]. For non-merchants, rights of retention on account of claims not arising from the contract are excluded.  

14. Sett-off and Assignment
The Client shall only be entitled to set off against receivables of PrintoLUX® on account of claims of its own in so far as its claims are undisputed or have been determined with legal finality.  The Client shall not be entitled to assign or otherwise transfer or pledge the rights and claims to which it is entitled under this contract. 

15. Concluding Stipulations
Upon commencement of the business relations, the Client's data, which may also be personal data, shall be stored internally in accordance with section 28 of the German Federal Data Protection Act [BDSG] and shall be used manually or by automated procedure for processing the order/contract according to requirements. The Client acknowledges this and hereby expressly agrees thereto. The place of performance for all rights and duties arising from this contract is Franthenthal/Pfalz.  The laws of the Federal Republic of Germany apply exclusively.  The Parties agree upon Frankenthal/Pfalz as the place of jurisdiction, if the Client has full merchant status or is a legal entity under public law or a body responsible for a special asset under public law.  If a stipulation in this contract is ineffective, this shall not affect the effectiveness of the other stipulations. To replace ineffective stipulations or fill an omission, a provision which optimally safeguards what was intended shall apply. Moreover, no rights or duties shall be established by any practice which deviates from the above stipulations in an individual case/in individual cases. 

As of:  17 March 2010