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
Liability and Compensation
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 Goods shall be delivered by shipment to the delivery address specified by the Customer, unless otherwise agreed.
4.2 Since the Seller's offers are directed exclusively at entrepreneurs (§ 14 BGB), the risk of accidental loss and accidental deterioration of the sold goods shall pass to the Customer as soon as the Seller has delivered the goods to the forwarder, the carrier, or any other person or entity designated to carry out the shipment.
4.3 The Seller shall not be liable for delays or delivery disruptions occurring after the timely handover to the shipping service provider. The Seller is under no obligation to actively track, investigate, or intervene with the shipping service provider after the shipment has been handed over.
4.4 In the case of self-collection, the Seller shall first inform the Customer by e-mail that the goods ordered are ready for collection. After receiving this e-mail, the Customer may collect the goods from the Seller's premises after consultation with the Seller. In this case, no shipping costs will be charged.
4.5 In the case of deliveries to countries outside the European Union, additional costs may arise 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 the shipping service providers for customs clearance.

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. Liability and Compensation

8.1 The Seller shall be liable without limitation for damages resulting from injury to life, body, or health based on a direct or gross negligent breach of duty by the Seller or its agents.
8.2 In the event of simple negligence, the Seller shall only be liable for the breach of essential contractual obligations (cardinal obligations). In such cases, liability shall be limited to the foreseeable, contract-typical damage at the time of contract conclusion.
8.3 Furthermore, the Seller's liability for simple negligence per claim shall be limited to the net value of the goods of the respective order. Liability for indirect damages, consequential damages, or loss of profit is excluded in cases of simple negligence.
8.4 The Seller assumes no liability for defects caused by incorrect, incomplete, or technically insufficient data provided by the Customer. The Seller is under no obligation to check the content, spelling, or technical quality of the Customer's data unless expressly agreed upon 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 inclusion of a media wedge (Ugra/Fogra Media Wedge) and the generation of a corresponding validation report. If the Customer selects a product without a media wedge and without a validation report, the delivery shall be treated as a non-certified color print. In such cases, the Seller assumes no warranty or liability for color accuracy or compliance with specific color tolerances. Complaints regarding color deviations are excluded for orders placed without a media wedge and validation report.
8.6 The provisions of the Product Liability Act remain unaffected.

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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