Issue date 07/12/09

I. Scope of application
The terms and extent conditions below apply to all first-time, ongoing and future business relations between us and our customers. We conduct business only in accordance with our general terms and extent conditions of business. Any deviations from these terms and extent conditions on the part of our customers have no validity even if we have not expressly objected to them. The MEILLERGHP GmbH terms and extent conditions of supply as most recently amended form a part and integrated component of our general terms and extent conditions of business.

II Proposals and orders
1. Proposals are in principle non-binding and subject to change unless it is expressly indicated in writing that they are binding proposals.
2. Information included in our catalogues and prices lists is subject to change. Prices shown apply on condition that the order details underlying the proposal remain unchanged. Where prices have not been expressly agreed, our updated list prices on the date on which the contract is signed shall apply. We are entitled to adjust prices because of increased salary and materials costs. Any such adjustment is possible only if there is a period of more than six weeks between signing the contract and supply, and if the cost increase occurred after the contract was signed.
3. Technical improvements and other insignificant modifications or standard deviations from the data and technical information contained in our catalogues, price lists, proposals and order confirmations are permitted.
4. The contract is agreed with the customer once our written order confirmation is issued or, if we choose, when the goods which have been ordered are delivered. We reserve the right not to accept orders without any written statement or more detailed justification.
5. In the case of binding proposals, a contract comes into effect if our proposal is accepted by the customer within two weeks of the proposal date. After this period of time, we are no longer bound to the proposal. A contract also comes into effect if the customer accepts the goods which have been ordered on delivery. The prices stated in binding proposals are binding on our part only within the acceptance period.
6. Our prices are inclusive of VAT at the statutory rate. They apply ex works and do not therefore include the cost of packaging, freight, postage and insurance nor any despatch costs.
7. If fulfilment of an order is dependent on correct and/or timely delivery by a third party, we are entitled to withdraw from the contract or extend agreed performance times correspondingly insofar as we ourselves were not supplied correctly and/or on time for reasons beyond our control and where we were unable, or not able in an economically reasonable way, to arrange a hedging transaction.
8. The customer is liable for any additional costs due to modifications subsequently requested by the customer, including machine downtime caused as a result. Subsequent modifications include repeat print proofs required by our customer due to slight deviations from the artwork.
9. It is agreed that sketches, drafts, proof sets, print proofs, samples, final galley proofs and such like produced in preparation for our customer must be repaid even in the event that said customers withdraws from the contract.

III. Deliveries and the transfer of risk
1. Partial deliveries are permitted and commit our customer to payment of the proportional payment, unless the partial delivery was unacceptable to our customer.
2. Deliveries are made ex works at the customer's own cost and risk.
3. We will select the method of transport unless agreed otherwise. If at the customer's request the freight route or method of despatch is changed after the order is confirmed, the customer shall be liable for all associated costs.
4. Transport insurance will be arranged only on the customer's express wish and at the customer's cost.

IV. Delivery dates and times
1. Any delivery dates we indicate are non-binding and are an approximation only, unless a fixed delivery date has been agreed as one-off arrangement as defined under § 323 section 2 (2) of the Civil Code or § 376 of the Commercial Code. Delivery dates are finalised only when we have received from our customer, by the time specified, all the documents, approvals and sign-offs needed to complete the assignment along with any advance payment agreed. In the case of subsequent amendments or additions to the contract, the delivery dates and times will start anew/be postponed correspondingly. Delivery dates and times will be deemed to have been met if the goods are despatched in time.
2. In the case of force majeure or other unforeseeable, exceptional circumstances beyond our control, e.g. difficulties in sourcing materials, breakdown, strike, lockout, lack of transport, government interventions, energy supply difficulties etc., even where primary suppliers are liable, any confirmed delivery dates will be extended correspondingly. If we are unable, or not reasonably able, to perform due to the aforementioned circumstances, we will be released from our duty of performance. Where the delay in supply is longer than one month, our customer is entitled to withdraw from the contract. Our customers have no entitlement to claim for damages where delivery dates are not met for reasons beyond our control.
3. If we are at fault for a delay in delivery, our customer is obliged to extend the delivery date as appropriate, and in all circumstances for a minimum of two weeks, so that we can meet the delivery. After this period, the customer may, insofar has he can provide evidence of damages, demand 1% per full week of delay up to a maximum of 10% of the value of that part of the delivery delayed due to default. This does not apply where we are specifically liable in cases of wilful intent, gross negligence or injury to life, body or health. The customer may, according to legal provisions, withdraw from the contract only where we are responsible for the delay in delivery. The above provisions do not imply a change in the burden of proof to the detriment of the customer. The customer is obliged, at our request and within an appropriate timescale, to state whether he wishes to withdraw from the contract due to the delay or insists on delivery.
4. If our customer refuses individual or part deliveries in accordance with the contract, or denies acceptance, we are entitled to grant him an appropriate extension. If this extension expires without a positive outcome, we are entitled to withdraw from the contract or claim compensation.

V. Payment
1. Payment (net price plus VAT) is due immediately and in full on receipt of the invoice. Timely payment depends on receipt of the amount into one of our bank accounts. Any discounts are subject to specific written agreements. Discount agreements are not applicable to transport, postage, insurance and other despatch costs. The invoice will be issued on date of delivery, part delivery or agreed retrieval (liability for collection ex works, default in taking delivery).
2. We are not obliged to accept cheques or bills of exchange. If we do accept them, the amount will be credited only when it has cleared and will be at the value on the day on which we are able to access the equivalent value. All collection and interim interest payments are payable by our customer immediately on receipt of the corresponding debit note. We cannot be held responsible for the prompt presentation, protest, notification and return of a bill of exchange in the event of non-remittance except in the case of wilful intent or gross negligence.
3. We may demand advance payment in the case of permitted partial deliveries or where we make available unusual quantities of paper and card, special materials or provide services in advance.
4. If fulfilment of the payment claim is threatened due to impairment of our customer's financial circumstances occurring, or coming to light, once the contract has been signed, we are entitled to demand immediate payment of all outstanding invoices including those for other assignments, withhold goods not yet supplied and cease further work on ongoing assignments and withdraw from contracts agreed with the customer insofar as the customer fails to provide an advance payment or some other form of security. These rights apply equally if our customer is in arrears.
5. In the case of delayed payment, we are in principle entitled to claim late payment interest of 8% above the basic rate of interest. If we are able to provide evidence of higher damages due to late payment, we are entitled to claim for these. The customer is, however, entitled, to provide us with evidence that no, or considerably less, damage has been suffered as a consequence of the delay in payment. We charge 2.50 euro in reminder costs for each reminder issued insofar as this reminder does not give cause
to the delay.
6. Payments received offset against the costs, then the interest and finally against the principle sum.
7. If the customer terminates the contract without major reason (§ 649 section 1 of the Civil Code), he is liable for payment of all services provided free from defects though to the time of termination. Furthermore, the customer is obliged to make a fixed payment to us of 10% of the assignment sum not delivered as compensation for damages. The customer is entitled to provide evidence that the level of damages is lower. We could in individual cases also claim for unusually higher damages.
8. The customer may not, without our express prior consent in writing, assign his claims under the business relationship. Our customers are not permitted to withhold payments on the basis of outstanding deliveries against other assignments. Set-off is permitted only in the case of undisputed or legally enforceable claims.
9. If prior to acceptance, material set aside for production of the goods, or for goods already commenced or for goods partially of fully manufactured, perishes, becomes impaired or otherwise unworkable, and this impediment to performance originates from our customer's scope of risks, with no fault on our part, we are entitled to claim payment for that proportion of the work completed plus any disbursements not included in this amount.

VI. Retention of title
1. All goods supplied by us remain our property pending full payment of all claims arising from the business relationship with this customer, including our claims in the case of late payment.
2. Our customer is entitled to sell on the goods subject to retention of title only in the usual course of business. In particular, he is therefore not permitted to pledge or assign our goods subject to retention of title as security. Prior to assigning an entire warehouse, our goods subject to retention of title need to be expressly exempted from the assignee and clearly marked as such.
3. In the case of processing of our retained goods by our customer or his own customer and in cases of combining and mixing, we become owners of the resulting goods in proportion to the value of the goods goods subject to retention of title in relation to the value of the new goods at the time of processing, combining or mixing.
4. Where our goods subject to retention of title are re-sold, our customer shall as of now assign to us that part of his entitlement to payment for these goods by the third party concerned, which corresponds to our claim for payment against our customer or to the value of our co-ownership in the case of processing combining or mixing ,up to such time that all our outstanding claims against the customer have been paid.
5. Our customer is authorised to collect the assigned claims in his own name for as long as he continues to comply as required with his contractual obligations towards us and there is no indication of significant impairment to his economic situation. If this latter is the case or our customers fails to make payments which are due despite a reminder, we are entitled to assert our reservation of title rights and the holder of the goods under retention is obliged to release them. Assertion of our reservation of title and retrieval of the goods subject to retention of title does not imply withdrawal from the contract.
6. We are entitled at time during normal business hours to enter the customer's business premises for the purpose of retrieving the goods subject to retention of title. Our customer shall pay the costs arising from the retrieval of the goods subject to retention of title. We are entitled to sell the retrieved goods subject to retention of title, including accessories, on the open market at the best possible price. The proceeds, after costs have been deducted, are credited against the customer's debt, and any credit balance is paid out to him.
7. Our customer must point out to us immediately any damage or deterioration to our goods subject to retention of title, as well as access by third parties and in particular distraints. In such cases, our customer shall support us in all ways appropriate in asserting claims to which we are entitled. Where our customer is entitled to insurance payments, he hereby assigns such payments to us preferentially.
8. Where the securities transferred to us, in relation to the realisable value of the collateral security, exceed the value of the claims to be secured by a total of more than 20%, we are obliged, at the customer's request, to release the securities.

VII. Warranties and general liability
1. Assignments are carried out in the context of the material, technical and process-driven tolerances. Complaints about minor deviations from the original cannot be accepted in the case of colour reproductions. This applies equally when comparing a proof and a print run.
2. We will, as far as is possible and reasonable, rectify print errors for which we are responsible at no cost. Conversely, changes required because the manuscript is illegible and where we are are not responsible, or which deviate from the artwork, in particular customer's and author's changes will be invoiced according to the time spent on them. The latest edition of 'Duden' is definitive with respect to spelling.
3. Our customer must check provisional and intermediate products sent to him for correction as well as finished products immediately after delivery for any defects as well as for any deviations in quantities.
4. No complaints may be submitted with respect to over or under deliveries up to 5% of the print run ordered. The calculation is based on the quantity delivered.
5. Complaints on the basis of recognised defaults must be submitted immediately, and within one week of receipt of the goods. Concealed defects, which cannot be detected despite immediate inspection, may be claimed for only if the defects are notified immediately and at the latest within one week of the defect being established and not later than one year following acceptance of the goods by our customers.
6. Where the customer states that he is happy with the preliminary and interim goods (for example proofs, press proofs or blueprints) and therefore grants approval, particularly in the case of print jobs (approval to print), any warranty claims based on defects which our customer could have detected at the time of approval are excluded. When supplying printed manuscripts, we are not required to provide a final galley proof. If a final galley proof is not requested, our liability in terms of typesetting errors is limited only to cases of wilful intent and gross negligence insofar as no essential contractual obligations are breached. The only defects are shortcomings which significantly reduce the value of the goods or their suitability.
7. Where defects are established, we may elect to rectify said defects either by eliminating the defect or by replacing the goods. If any such attempt to eliminate the defect or replace the goods proves impossible, fails at least twice, or is rejected by ourselves despite the customer setting an appropriate timescale or is delayed at no cost, the customer is entitled to demand a reduction or to withdraw from the contract.
8. Any further claims, in particular claims for damages on the part of the customer, are limited to 10% of the value of the defective parts. This restriction does not apply where we are charged with wilful intent or gross negligence or where we are specifically liable for injury to life, body or health and furthermore in the case of fraudulent intent or submission of a warranty. This does not imply a change in the burden of proof to the detriment of the customer. His entitlement to withdraw from the contract remains unaffected. The limitations above compensate all claims by the customer for damages and reimbursement of expenses due to the supply of defective parts.
9. Claims for material defects and defects of title become tome-barred in 12 month unless longer terms are prescribed by law pursuant to §§ 438 section 1 (2) of the Civil Code, 479 section 1 of the Civil Code or 634 a) section 1 (2) of the Civil Code, as well as in case of injury to life, body and health, in the case a wilful or grossly negligent breach of duty and in the case of fraudulent concealment of a defect on our part and, further, where we have issued a warranty. Legal regulations with respect to suspension of expiration, suspension and recommencement of the limitation periods remain unaffected. Claims for damages in accordance with the Product Liability Act remain unaffected.
10. Rights of recourse on the part of the customer in accordance with § 478 of the Civil Code may be raised only insofar as the customer has not reached any agreements with his contractual partner which go beyond the statutory claims for defects.
11. Where the purpose of the assignment concerns contract processing or further processing of print materials, we accept no liability for resulting damage caused to the products to be enhanced or further processed unless such damage is caused by wilful or gross negligence.
12. We are liable in the case of deviations in the composition of materials used only to the level of claims made against our suppliers. In any such case, we are released from our liability where we assign our claims against the supplier to our customer, unless our customer is partially or wholly satisfied with these claims despite prior legal action on the part of our supplier. In this case, claims for damages are limited to the amount of the contract value (in-house contribution not including work completed in advance and materials), notwithstanding claims under the Product Liability Act.
13. The customer must supply print documents sent digitally free from so-called computer viruses, computer worms and other unintended DP programme sequences. In particular, he is obliged to use standard state-of-the art protection programmes to this end. If we discover unintended DP programme sequences of the type indicated above on a file transmitted to us we will not continue to use this file and will delete it where necessary to prevent or limit damage (in particular to avoid the unintended programme sequences from reaching our IT system); in the case, the customer may make no claim for damages. We reserve the right to claim compensation from the customer if we suffer damages caused by such unintended DP programme sequences which infiltrated through the customer. We accept no liability with respect to transferring digital print documents back to the customer.

VIII. Storage, insurance and right of retention
1. Objects provided by our customer must be delivered to us free of charge. Confirmation of receipt will be issued with no guarantee that the quantity indicated as having been delivered is correct or that the objects delivered are as required. In the case of larger items, our customer shall reimburse all the costs associated with checking quantities and storage.
2. Artwork, raw materials, data carriers, files and other items intended for reuse as well as semi-manufactured and manufactured goods will be retained beyond the delivery date at the customer's risk only with prior agreement and against special payment. Otherwise, they must be collected immediately. If retained goods need to be insured, the customer must arrange such insurance at his own cost. We accept liability for damage and depreciation during storage only in the case of wilful intent or gross negligence.
3. The transport to us or from us of items owned by or in the possession of our customer is at our customer's risk. The customer must arrange transport insurance at his own cost.
4. Pursuant to § 369 of the Commercial Code, we have a right of retention over all our customer's goods in our possession until such time that all claims payable under the business relationship have been settled in full.

IX. Periodic services
Contracts for regularly recurring services where no notice period and no specific end-date have been agreed may be terminated at the end of a calendar month giving three months' notice.

X. Ownership, third party rights and copyright
1. We retain ownership and full copyright over all items manufactured or acquired by ourselves in the context of implementing our customer's assignment (in particular software licences, fonts, user licences, files of any type, films, printing plates, lithographs, pressure plates, standing text, sketches and drafts). Such materials may not be made accessible to third parties without our consent.
2. Our customer must guarantee that no copyright and property rights or other third party rights are breached in the implementation of his assignment. Should this nevertheless happen, the customer releases us from all third-party claims and shall reimburse the costs we have incurred.
3. The customer may use any goods produced by us only in compliance with the provisions of the Copyright Act and other legal provisions and only insofar as we expressly grant rights of use.

XI. Return of packaging material
1. We only accept packaging back only where we are obliged to do so in accordance with legal stipulations.
2. We take packaging back only immediately following delivery of the goods, or during subsequent delivery only with prior notification in good time and if the packaging is made ready.
3. Returned packaging must be free from foreign matter and sorted according to type and quality. We are otherwise entitled to demand the resulting additional costs from our customer.
4. Packaging may be returned only if agreed with us in advance and in accordance with our requirements either by delivering it to our company or to an acceptance/collection point nominated by us. The transport costs are payable by the customer. We will pay any additional costs associated with taking packaging materials to an acceptance /collection point compared with delivering it to our company.

XII. Final provisions
1. The place of performance and sole court of jurisdiction for all disputes arising from the contractual relationship, including cases concerning cheques, bills of exchange and documents is, insofar as legally permitted, our place of business. However MEILLERGHP also has the right to take action in the customers general court of jurisdiction.
2. Relations between us and our customer are governed exclusively by the laws of the Federal Republic of Germany, but to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and other conflicts of law.
3. Should individual provisions be or become invalid, the validity of the remaining provisions shall be unaffected.

Further information
You will find the MEILLERGHP GmbH terms and conditions of delivery here.