General Terms and Conditions of Proof GmbH with Customer Information

Scope of Application
Conclusion of the Contract
Prices and Payment Conditions
Shipment and Delivery Conditions
Force Majeure
Delay in Performance
Reservation of Title
W arranty and notice of defects as well as recourse / manufacturer recourse
Statute of Limitation
Retention, Assignments
Applicable Law and Jurisdiction
Miscellaneous
Severabilit Clause

1. Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of proof GmbH (hereinafter referred to as "Seller") shall apply to all contracts for the delivery of goods concluded by an entrepreneur (hereinafter referred to as "Customer") with the Seller with regard to the goods presented by the Seller in his online store.
1.2 These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
1.3 These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as legal transactions of a related nature are concerned (as a precaution, the Terms and Conditions of Sale should in any case be attached to the order confirmation).
1.4 Individual agreements made with the Purchaser in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

2. Conclusion of the Contract

2.1 The product descriptions presented in the Seller's online store do not constitute binding offers on the part of the Seller, but serve for the submission of a binding offer by the Customer.
2.2 The Customer may submit the offer via the online order form integrated into the Seller's online store. In doing so, after placing the selected goods and/or services in the virtual shopping cart and going through the electronic ordering process, the Customer submits a legally binding contractual offer with regard to the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the customer may also submit the offer to the seller by telephone, e-mail or online contact form.
2.3 If an order is to be regarded as an offer in accordance with Section 145 of the German Civil Code (BGB), the Seller can accept it within two weeks

by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), in which case the receipt of the order confirmation by the Customer shall be decisive, or
by delivering the ordered goods to the customer, in which case the receipt of the goods by the customer shall be decisive, or
if the customer chooses the payment method Sofort or Paypal, by the seller accepting the payment and not refunding the total price to the buyer's bank account but issuing an invoice for the total price.

If there are several of the above alternatives, the contract is concluded at the time when one of the above alternatives occurs first. The period for acceptance of the offer begins on the day following the dispatch of the offer by the customer and ends with the expiry of the fifth day following the dispatch of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed to be a rejection of the offer with the consequence that the Customer shall no longer be bound by its declaration of intent.
2.4 When submitting an offer via the Seller's online order form, the text of the contract shall be stored by the Seller and sent to the Customer in text form (e.g. e-mail, fax or letter) after the Customer has sent his order together with these General Terms and Conditions. In addition, the text of the contract is archived on the Seller's website and can be accessed free of charge by the Customer via his password-protected customer account by providing the relevant login data, provided that the Customer has created a customer account in the Seller's online store before submitting his order.
2.5 Before bindingly placing the order via the Seller's online order form, the Customer may recognize possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the magnification function of the browser, with the help of which the display on the screen is enlarged. The customer can correct his entries during the electronic ordering process using the usual keyboard and mouse functions until he clicks the button that concludes the ordering process.
2.6 Only the German and English languages are available for the conclusion of the contract.
2.7 Order processing and contacting usually take place via e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct, so that e-mails sent by the seller can be received at this address. In particular, when using SPAM filters, the Customer shall ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller to process the order can be delivered.
2.8 If the parties have agreed on special conditions, these shall in principle not apply to simultaneously ongoing and future contractual relationships with the customer.
2.9 In the event of the Customer's economic inability to fulfill its obligations to the Seller, the Seller may terminate existing exchange contracts with the Customer by rescission without notice. This shall also apply in the event of an application for insolvency by the Customer. § Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) shall remain unaffected. The customer shall inform the seller in writing at an early stage of any impending insolvency.

3. Prices and Payment Conditions

3.1 Unless otherwise stated in the Seller's product description, the prices quoted are net prices plus the statutory value added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and levies shall be charged separately, if applicable.
3.2 In the case of deliveries to countries outside the European Union, further costs may be incurred in individual cases for which the Seller is not responsible and which shall be borne by the Customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.
3.3 Various payment options are available to the Customer, which are indicated in the Seller's online store.
3.4 If prepayment by bank transfer is agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.
3.5 If the payment method "SOFORT" is selected, the payment will be processed via the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich, Germany (hereinafter "SOFORT"). In order to be able to pay the invoice amount via "SOFORT", the customer must have an online banking account with PIN/TAN procedure that has been activated for participation in "SOFORT", must legitimize himself accordingly during the payment process and must confirm the payment instruction to "SOFORT". The payment transaction will be executed immediately afterwards by "SOFORT" and the customer's bank account will be debited. More detailed information about the payment method "SOFORT" can be found by the customer on the Internet at https://www.klarna.com/sofort/.
3.6 When paying by means of a payment method offered by PayPal, the payment is processed by 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 the PayPal terms of use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the customer does not have a PayPal account - subject to the terms for payments without a PayPal account, available 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 shall become due after the goods have been delivered and invoiced. The deduction of a discount shall only be permissible upon special written agreement. The purchase price shall be paid within 7 (seven) days from receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to perform a credit check when selecting the payment method delivery on account and to reject this payment method in case of a negative credit check.
3.8 A payment shall be deemed received as soon as the equivalent amount has been credited to one of the Seller's accounts. In the event of default in payment, the Seller shall be entitled to interest on arrears in the amount of 10 percentage points above the respective base interest rate. The remaining statutory rights of the Seller in the event of a default in payment by the Customer shall remain unaffected. If claims are overdue, incoming payments shall first be credited against any costs and interest, then against the oldest claim.
3.9 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller shall be entitled to pass on the price increase to the Customer. However, this shall only apply if the delivery is to be made later than four months after the conclusion of the contract as agreed.

4. Shipment and Delivery Conditions

4.1 The delivery of goods shall be made by shipping to the delivery address specified by the customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the Seller's order processing shall be decisive.
4.2 The Seller is entitled to make partial deliveries insofar as this is reasonable for the Customer. In the event of permissible partial deliveries, the Seller shall also be entitled to issue partial invoices.
4.3 The Seller reserves the right to withdraw from the contract in case of incorrect or improper self-delivery. This shall only apply in the event that the Seller is not responsible for the non-delivery and the Seller has, with due diligence, concluded a specific covering transaction with the supplier. The Seller shall make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded without delay.
4.4 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the Customer as soon as the Seller has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance shall only be taken out at the special request and for the account of the Customer.
4.5 In the event that shipment of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall take place as soon as the customer is notified that the goods are ready for shipment. Any storage costs incurred after the passing of risk shall be borne by the customer.
4.6 In the event of self-collection, the Seller shall first inform the Customer by e-mail that the goods ordered by the Customer are ready for collection. After receiving this e-mail, the customer can pick up the goods by arrangement with the seller. In this case, no shipping costs will be charged.

5. Force Majeure

In the event of events of force majeure affecting the performance of the contract, the Seller shall be entitled to postpone delivery for the duration of the impediment and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without this giving rise to any claims against the Seller. Force majeure shall be deemed to be all events unforeseeable by the Seller or such events which - even if they were foreseeable - are beyond the Seller's control and whose effect on the performance of the contract cannot be prevented by reasonable efforts of the Seller. Any legal claims of the customer remain unaffected.

6. Delay in Performance at the request of the customer

If shipment or delivery of the goods is delayed at the request of the customer by more than one month after notification of readiness for shipment, the customer may be charged storage fees in the amount of 0.5% of the purchase price for each additional month or part thereof, but not more than a total of 5% of the purchase price. The contracting parties shall be at liberty to prove higher or lower damages.

7. Retention of Title

7.1 The Seller shall retain title to the delivered item until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if the Seller does not always expressly invoke this. The Seller shall be entitled to reclaim the purchased item if the Customer acts in breach of the contract.
7.2 As long as ownership has not yet passed to the Customer, the Customer shall be obliged to treat the object of sale with care. In particular, he shall be obligated to sufficiently insure it at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer shall carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer shall immediately notify the seller in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse the Seller for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the Customer shall be liable for any loss incurred by the Seller.
7.3 The Customer shall be entitled to resell the Reserved Goods in the ordinary course of business. The customer hereby assigns to the seller the claims against the buyer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with the seller (including value added tax). This assignment shall apply regardless of whether the purchased goods have been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. The authority of the seller to collect the claim himself remains unaffected. However, the Seller shall not collect the claim as long as the Customer meets its 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 payments have not been suspended.
7.4 The processing or transformation of the object of sale by the customer shall always be in the name and on behalf of the seller. In this case, the customer's expectant right to the purchased item shall continue in the transformed item. If the object of sale is processed with other objects not belonging to the Seller, the Seller shall acquire co-ownership of the new object in the ratio of the objective value of its object of sale to the other processed objects at the time of processing. The same shall apply 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 main item, it shall be deemed agreed that the Customer transfers co-ownership to the Seller on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for the Seller. In order to secure the Seller's claims against the Customer, the Customer shall also assign to the Seller such claims as accrue to the Customer against a third party as a result of the combination of the reserved goods with real property; the Seller hereby accepts such assignment.
7.5 The Seller undertakes to release the securities to which it is entitled at the Customer's request insofar as their value exceeds the claims to be secured by more than 20%.

8. Warranty and notice of defects as well as recourse/manufacturer recourse

8.1 The Customer's warranty rights shall be subject to the condition that the Customer has duly complied with its obligations to inspect the goods and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
8.2 Claims for defects shall become statute-barred 12 months after delivery of the goods supplied by the Seller to the Customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence and in the event of injury to life, limb and health based on an intentional or negligent breach of duty by the User. In the case of the sale of used goods, the warranty period shall be excluded entirely, with the exception of the claims for damages specified in sentence 2.
As far as the law according to section 438 paragraph 1 No. 2 BGB (buildings and things for buildings), section 445 b BGB (right of recourse) and section 634a paragraph 1 BGB (construction defects) prescribes longer periods, these periods shall apply. The Seller's consent must be obtained prior to any return of the goods.
8.3 If, despite all due care and attention, the delivered goods show a defect which was already present at the time of the transfer of risk, the Seller shall, at its discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. The Seller shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction.
8.4 If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
8.5 Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, improper storage, excessive stress, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract.
8.6 In the case of reproductions in all manufacturing processes, minor deviations cannot be complained about; this also applies to the comparison between originals such as proofs and a final product. Claims for defects do not exist in particular for the reproduction of spot colors such as PANTONE. Since colors look different in different sample books and color fandecks, and the seller cannot know how individual colors look in the customer's color guides, the seller works, for example, in the reproduction of PANTONE colors in 100% value according to the digital PANTONE values. Rasterized or overprinted spot colors will be calculated and are in no way binding. Any color deviation between a spot color printed by the Seller and a spot color reference of the Customer shall not constitute grounds for a complaint or notice of defects.
8.7 If improper repair work or changes are carried out by the customer or third parties, there shall also be no claims for defects for these and the resulting consequences.
8.8 Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any dismantling and installation costs, shall be excluded insofar as the expenses increase because the goods delivered by the seller have subsequently been taken to a place other than the customer's place of business, unless the transfer is in accordance with their intended use.
8.9 The Customer shall have a right of recourse against the Seller only to the extent that the Customer has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the Customer's right of recourse against the Seller.

9. Statute of Limitation

Claims of the Customer against the Seller shall become statute-barred - with the exception of the claims regulated under the item "Liability for Defects / Warranty" - one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless liability is unlimited pursuant to the above item.

10. Retention, Assignments

10.1 The Customer's rights of retention and rights to refuse performance shall be excluded unless the Seller does not dispute the underlying counterclaims or such counterclaims have been finally adjudicated.
10.2 Any assignment by the customer of claims arising from the contract concluded with the customer, in particular an assignment of any claims for defects of the customer, shall be excluded.

11. Indemnification in case of infringement of third party rights

If, according to the content of the contract, the Seller, in addition to the delivery of the goods, also owes the processing of the goods according to certain specifications of the Customer, the Customer shall ensure that the contents provided to the Seller by the Customer for the purpose of processing do not infringe the rights of third parties (e.g. copyrights or trademark rights). The Customer shall indemnify the Seller against any claims of third parties which the latter may assert against the Seller in connection with an infringement of their rights by the contractual use of the Customer's content by the Seller. In this regard, the customer shall also assume the reasonable costs of the necessary legal defense, including all court and attorney's fees in the statutory amount. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obligated to provide the seller immediately, truthfully and completely with all information necessary for the examination of the claims and a defense.

12. Miscellaneous

12.1 This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
12.2 The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract shall be the Seller's place of business, unless otherwise stated in the order confirmation.
12.3 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

13. Severability clause

13.1 The invalidity of individual formulations of these General Terms and Conditions shall not affect the validity of the remaining provisions. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally permissible provision that comes as close as possible to the meaning and purpose of the invalid provision.

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