General Terms and Conditions of Proof GmbH with Customer Information

Scope
Contract Conclusion
Prices and Payment Terms
Delivery and Shipping Terms
Force Majeure
Delay of Performance at Customer Request
Retention of Title
Liability and Damages
Limitation of Actions
Withholding, Assignment
Indemnification for Infringement of Third-Party Rights
Miscellaneous
Severability Clause

1. Scope

1.1 These General Terms and Conditions (hereinafter "Terms and Conditions") of proof GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods that an entrepreneur (hereinafter "Customer") concludes with the Seller with respect to the goods presented by the Seller in its online shop.

1.2 These Sales Terms and Conditions apply exclusively to entrepreneurs, legal entities under public law or public-law special assets within the meaning of Section 310 Paragraph 1 BGB. We do not accept any conditions of the purchaser that conflict with or deviate from our Sales Terms and Conditions unless we expressly agree in writing to their application.

1.3 These Sales Terms and Conditions also apply to all future business transactions with the purchaser, insofar as they are legal transactions of a related nature (as a precaution, the Sales Terms and Conditions should be attached to the order confirmation in any case).

1.4 Individual agreements made in each case with the Buyer (including ancillary agreements, supplements and amendments) always take precedence over these Sales Terms and Conditions. For the content of such agreements, a written contract or our written confirmation shall be decisive, subject to proof to the contrary.

2. Contract Conclusion

2.1 The product descriptions presented in the Seller's online shop do not constitute binding offers on the part of the Seller, but rather serve for the Customer to make a binding offer.

2.2 The Customer may submit the offer via the online order form integrated into the Seller's online shop. By placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the Customer makes a legally binding contract offer with respect to the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process. The Customer may also submit the offer by telephone, email or via the online contact form to the Seller.

2.3 If an order is to be regarded as an offer pursuant to Section 145 BGB, the Seller may accept it within two weeks

by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the Customer shall be decisive, or
by delivering the ordered goods to the Customer, whereby the receipt of the goods by the Customer shall be decisive, or
if the Customer chooses the payment method Instant or PayPal, by the Seller accepting the payment and issuing an invoice for the total price instead of refunding it to the Customer's bank account.

If more than one of the aforementioned alternatives applies, the contract is concluded at the time when one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins on the day after the Customer sends the offer and ends upon expiration of the fifth day following the date the offer is sent. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the Customer is no longer bound by his declaration of intent.

2.4 When submitting an offer via the Seller's online order form, the contract text is saved by the Seller and sent to the Customer after submission of the order together with the present Terms and Conditions in text form (e.g. email, fax or letter). In addition, the contract text is archived on the Seller's website and can be retrieved free of charge by the Customer via his password-protected customer account with the appropriate login details, provided the Customer has created a customer account in the Seller's online shop before submitting the order.

2.5 Before making a binding submission of the order via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means to better identify input errors can be the browser's zoom function, which enlarges the display on the screen. The Customer can correct his entries in the electronic ordering process as long as he uses the usual keyboard and mouse functions, until he clicks the button that concludes the ordering process.

2.6 Only German and English are available for contract conclusion.

2.7 Order processing and communication typically take place via email and automated order processing. The Customer must ensure that the email address provided by him for order processing is correct so that emails sent by the Seller can be received at this address. In particular, the Customer must ensure that all emails sent by the Seller or by third parties commissioned by the Seller for order processing can be delivered, especially when using SPAM filters.

2.8 If the parties have agreed on special terms, these generally do not apply to concurrent and future contractual relationships with the Customer.

2.9 In the event of economic inability of the Customer to fulfill his obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer by immediate termination. This also applies if the Customer files for insolvency. Section 321 BGB and Section 112 InsO remain unaffected. The Customer will inform the Seller in writing at an early stage of any impending payment inability.

3. Prices and Payment Terms

3.1 Unless otherwise stated in the Seller's product description, the stated prices are net prices, which apply plus statutory sales tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and fees are charged separately if applicable.

3.2 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the Seller is not responsible and which are to be borne by the Customer. These include, for example, costs for money transfers by credit institutions (e.g. transfer fees, exchange rate fees) or import-related duties or taxes (e.g. customs duties). Such costs may also arise in connection with money transfers even if delivery is not to a country outside the European Union, if the Customer makes the payment from a country outside the European Union.

3.3 Various payment methods are available to the Customer, which are specified in the Seller's online shop.

3.4 If prepayment by bank transfer is agreed, payment is due immediately upon conclusion of the contract, unless the parties have agreed on a later payment date.

3.5 If the payment method "SOFORT" is selected, payment is processed via the payment service provider SOFORT GmbH, Theresienhohe 12, 80339 Munich (hereinafter "SOFORT"). To pay the invoice amount via "SOFORT", the Customer must have an online banking account activated for participation in "SOFORT" with a PIN/TAN procedure, identify himself accordingly during the payment process, and confirm the payment instruction to "SOFORT". The payment transaction is carried out immediately thereafter by "SOFORT" and the Customer's bank account is debited. The Customer can obtain further information on the "SOFORT" payment method on the Internet at https://www.klarna.com/sofort/.

3.6 If payment is made via a payment method offered by PayPal, payment is processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to PayPal's Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the Customer does not have a PayPal account - subject to the conditions for payments without a PayPal account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

3.7 If the payment method "Delivery on Account" is selected, the purchase price becomes due after the goods have been delivered and invoiced. The deduction of a discount is only permitted by written special agreement. The purchase price must be paid within 7 (seven) days of receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to perform a credit check if the payment method "Delivery on Account" is selected and to reject this payment method if the credit check is negative.

3.8 A payment is deemed received as soon as the equivalent is credited to one of the Seller's accounts. In the event of payment default, the Seller is entitled to default interest at a rate of 10 percentage points above the respective base interest rate. The remaining statutory rights of the Seller in the event of payment default by the Customer remain unaffected. If claims are overdue, incoming payments are first credited to any costs and interest, then to the oldest claim.

3.9 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases from suppliers, etc.), the Seller is entitled to pass the price increase on to the Customer. However, this only applies if delivery is to take place more than four months after the conclusion of the contract as agreed.

4. Delivery and Shipping Terms

4.1 Goods are delivered by shipping to the delivery address provided by the Customer, unless otherwise agreed.

4.2 Since the Seller's offer is exclusively directed at entrepreneurs (Section 14 BGB), the risk of accidental loss and accidental deterioration of the goods sold passes to the Customer as soon as the Seller has delivered the goods to the freight forwarder, carrier or other person or institution designated to carry out the shipment.

4.3 The Seller is not liable for delays or delivery disruptions that occur after timely delivery to the shipping service provider. An obligation to actively track or intervene with the shipping service provider by the Seller is not owed after the shipment has been handed over.

4.4 In case of self-pickup, the Seller first informs the Customer by email that the goods ordered by him are ready for pickup. After receipt of this email, the Customer may pick up the goods at the Seller's location after consultation with the Seller. In this case, no shipping costs are charged.

4.5 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the Seller is not responsible and which are to be borne by the Customer. These include in particular customs duties, import sales tax and any fees charged by shipping service providers for customs processing.

4.6 Should a shipment be returned to the Seller at the Customer's expense for reasons attributable to the Customer (e.g. incorrect address information, failure to collect from customs or refusal to accept), the Customer must reimburse the full amount of the return shipping costs and any processing fees incurred.

5. Force Majeure

In the event of force majeure events that affect contract performance, the Seller is entitled to postpone delivery for the duration of the hindrance and, in the case of longer-term delays, to withdraw in whole or in part without any claims arising against the Seller as a result. Force majeure includes all events that are unforeseeable to the Seller or those that - even if foreseeable - are outside the Seller's sphere of influence and whose impact on contract performance cannot be prevented by reasonable efforts on the part of the Seller. Any statutory claims of the Customer remain unaffected.

6. Delay of Performance at Customer Request

If shipment or delivery of the goods is delayed at the Customer's request by more than one month after notification of shipment readiness, the Customer may be charged storage fees of 0.5% of the purchase price for each additional commenced month, but not more than 5% of the purchase price in total. The burden of proof of a higher or lower loss remains with the contracting parties.

7. Retention of Title

7.1 The Seller reserves ownership of the delivered goods until full payment of all claims arising from the supply contract. This also applies to all future deliveries, even if the Seller does not always expressly rely on this. The Seller is entitled to reclaim the goods if the Customer acts in breach of contract.

7.2 As long as ownership has not yet passed to him, the Customer is obligated to handle the goods with care. In particular, he is obligated to insure them at his own expense against theft, fire and water damage up to replacement value. If maintenance and inspection work needs to be performed, the Customer is obligated to carry out such work at his own expense and in a timely manner. As long as ownership has not passed, the Customer must notify the Seller in writing without delay if the delivered item is seized or subjected to other third-party interference. To the extent that the third party is unable to reimburse the Seller for the court and out-of-court costs of a lawsuit pursuant to Section 771 ZPO, the Customer is liable for any loss incurred by the Seller.

7.3 The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The claims against the buyer arising from the resale of the goods subject to retention of title are assigned to the Seller by the Customer in the amount of the invoice final amount agreed with the Seller (including VAT). This assignment is independent of whether the goods have been resold without or after processing. The Customer remains authorized to collect the claim even after the assignment. The Seller's authority to collect the claim itself remains unaffected. However, the Seller will not collect the claim as long as the Customer fulfills his payment obligations from the proceeds collected, is not in default of payment, and in particular no application for the opening of insolvency proceedings has been filed or payment has been suspended.

7.4. Any processing or transformation of the goods by the Customer is carried out at all times in the name and on behalf of the Seller. In this case, the Customer's conditional right to the goods continues with the transformed goods. If the goods are processed with other items not belonging to the Seller, the Seller acquires co-ownership of the new item in the ratio of the objective value of his goods to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the Customer's item is to be regarded as the principal item, it is agreed that the Customer transfers co-ownership to the Seller in proportion and the resulting sole ownership or co-ownership is held for the Seller. To secure the Seller's claims against the Customer, the Customer also assigns to the Seller such claims as arise to him through the connection of the goods subject to retention of title with a real estate property against a third party; The Seller accepts this assignment herewith.

7.5. The Seller undertakes to release the securities due to him at the request of the Customer to the extent that their value exceeds the claims to be secured by more than 20%.

8. Liability and Damages

8.1 The Seller is liable without limitation for damages resulting from injury to life, body or health based on intentional or negligent breach of duty by the Seller or his vicarious agents, as well as for other damages based on intentional or grossly negligent breach of duty.

8.2 For damages caused by simple negligence, the Seller is liable only to the extent that such negligence constitutes a breach of contractual obligations whose performance is necessary for the proper execution of the contract and compliance with which the Customer can regularly rely on (so-called essential obligations). In this case, however, the Seller's liability is limited to the foreseeable, contract-typical damage at the time of contract conclusion.

8.3 The Seller's liability for simple negligence is furthermore limited per claim to the simple commodity value of the affected order. Liability for indirect damages, consequential damages or lost profits is excluded in the case of simple negligence.

8.4 The Seller assumes no liability for defects resulting from erroneous, incomplete or technically insufficient data supplied by the Customer. The Seller has no obligation to check the content, spelling or technical nature of the Customer's data, unless this has been expressly agreed as an additional service.

8.5 The Seller points out that a binding assessment of color accuracy and compliance with industrial tolerances (e.g. according to ISO 12647-7) technically requires the co-ordering and application of a media wedge as well as the preparation of an associated test report. If the Customer chooses a product without a media wedge and without a test report, delivery is provided as non-certified color print. In this case, the Seller assumes no warranty or liability for color accuracy or compliance with specific color tolerances. Claims regarding color deviations are excluded for orders without a media wedge and test report.

8.6 The provisions of the Product Liability Act remain unaffected.

9. Limitation of Actions

The Customer's claims against the Seller - with the exception of the claims regulated under "Liability and Damages" - expire in one year from knowledge of the facts giving rise to the claim, but in any case not later than five years after performance of the service, unless unlimited liability applies pursuant to the above number.

10. Withholding, Assignment

10.1 The Customer's rights to withhold and refuse performance are excluded unless the Seller disputes the underlying counterclaims or they have been finally established.

10.2 An assignment of claims arising from the contract concluded with the Customer by the Customer, in particular an assignment of any defect claims of the Customer, is excluded.

11. Indemnification for Infringement of Third-Party Rights

If the Seller is obligated under the contract to process the goods according to specific instructions of the Customer in addition to delivering the goods, the Customer must ensure that the contents provided to the Seller for the purpose of processing do not infringe the rights of third parties (e.g. copyrights or trademark rights). The Customer indemnifies the Seller against claims by third parties who assert such claims against the Seller in connection with an infringement of their rights through the contractual use of the Customer's content by the Seller. The Customer also assumes the reasonable costs of necessary legal defense including all court and attorney fees in the statutory amount. This does not apply if the Customer is not responsible for the infringement of rights. The Customer is obligated to provide the Seller without delay, truthfully and completely with all information necessary for the examination of claims and a defense in the event of a claim by third parties.

12. Miscellaneous

12.1 This contract and all legal relations of the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the Seller's place of business, unless otherwise specified in the order confirmation.

12.3 All agreements made between the parties for the purpose of executing this contract are set forth in writing in this contract.

13. Severability Clause

13.1 The invalidity of individual provisions of these General Terms and Conditions does not affect the validity of the remainder. Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions is not affected thereby. In place of the invalid provision, a legally permissible provision is substituted that comes as close as possible to the meaning and purpose of the invalid provision.

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