General brandbook Terms and Conditions

Next design+produktion GmbH

I. Application

1. Orders will be performed exclusively under the following conditions. Contrary regulations must be issued in text form. Unless expressly agreed otherwise, the buyer will be considered the principal and debtor for orders that include deliveries to third parties.
2. General terms and conditions of our customer (hereinafter also referred to as the “Principal”) are not binding for us, not even if we do not expressly object to them upon receipt or if we perform the order without referring to them in knowledge of delivery or payment conditions contrary to ours.

II. Costs

1. The prices specified in the offer by brandbook, Next design+produktion GmbH (hereinafter: “Contractor”) apply under the condition that the order’s underlying data remains unchanged. The Contractor’s prices apply ex works and do not include VAT, packaging, freight, postage, insurance or other shipping costs.
2. We reserve the right to adjust prices, especially in case of collective bargaining agreements or changes to material prices, for agreements with specified delivery periods exceeding 4 months and for offers that are older than 2 months.
3. Subsequent changes made at the Principal’s request, including resulting machine downtime, will be invoiced to the Principal. Subsequent changes include repeated test prints requested by the Principal due to minor differences to the template.
4. Sketches, drafts, specimens, test prints, samples and other preliminary work requested by the Principal will be invoiced even if the order is not placed. Section IX applies correspondingly.

III. Payment

1. Payments (net price plus VAT) must be made without deductions and without undue delay, at the latest, within 30 calendar days of the invoice date. The Contractor will grant a 2%-discount for invoice amounts for payments made within 10 calendar days after the invoice date, though, if stated on the invoice, excluding freight, postage, insurance or other shipping costs. Invoices will be issued on the date of delivery, partial delivery or readiness for delivery (collection obligation, acceptance delay).
2. Advance payment may be required for exceptionally high amounts of paper or other material or for preliminary services. Advance payment may consist of up to 100% of the order value, especially for initial orders or orders from abroad.
3. The Principal may only use uncontested or legally established claims for offsetting. Principals who are full merchants in the sense of the German Commercial Code [Handelsgesetzbuch, HGB] are not entitled to rights of retention or offsetting. However, rights under Section 320 of the German Civil Code [Bürgerliches Gesetzbuch, BGB] will remain unaffected if and insofar as the Contractor’s obligations under Section VI Number 3 are not performed.

IV. Payment Default

1. If payment claims may not be settled because of deterioration of the Principal’s assets that occurred or became known during or after agreement conclusion, the Contractor may demand advance payment for and immediate settlement of all outstanding invoices, including those not yet due, and may retain undelivered products and suspend work on current orders. The Contractor may also exercise these rights if the Principal defaults on payments. If no calendar due date has been specified, default will automatically occur 30 days after the invoice date.
2. In case of default, default interest of 9% above the Deutsche Bundesbank’s respective discount rate will be charged. Enforcement of further damage claims remains expressly reserved.

V. Delivery

1. The Contractor will perform shipments at the Principal’s risk with the necessary diligence, but will only be liable for intent and gross negligence. Products will be insured at the forwarding conditions of the respective forwarder. The forwarder will deliver the products to the curb in compliance with German shipping law. Exceptions must be requested in time. Deliveries to entrances or private addresses, product storage due to inaccessibility and deliveries after 5 PM or on Saturdays require additional costs. The Contractor may commission smaller or door-to-door deliveries from a parcel or courier service.
2. Delivery dates are only valid if expressly confirmed by the Contractor. If the agreement is concluded in writing, the confirmation must also be issued in written form.
If the Principal requests mutual changes to an agreement after its conclusion, a new delivery date may be agreed. Such extensions must normally be concluded in writing.
3. If the Contractor defaults on service performance, the Contractor must be granted an adequate grace period. If this grace period passes unsuccessfully, the Principal may withdraw from the agreement. Section 361 of the German Civil Code will remain unaffected. Reimbursement for default damage may only be obtained for up to the order value (own payments, excluding advance payments).
5. Operational disruptions—both at the Contractor’s or supplier’s establishment—especially strikes, lockouts, wars, unrest or other cases of force majeure, do not allow the agreement to be canceled. The principles of interference with the basis of the transaction will remain unaffected.
6. The Contractor is entitled to rights of retention under Section 369 of the German Commercial Code for proofs, reference examples, manuscripts, raw materials or other objects provided by the Principal until all claims under the business relationship have been satisfied.

VI. Retention of Title

1. The Contractor will only deliver on the basis of the retention of title specified hereafter. This also applies to all future deliveries, even if not always referred to by the Contractor. The Contractor will retain title to delivered objects until all payment claims under the delivery agreement have been settled.
2. Until title has been transferred to the Principal, the Principal must treat the purchase object diligently and must notify the Contractor in writing without undue delay if the delivered object is seized or subjected to other third-party intervention.
3. The Principal may resell reserved products through the ordinary course of business. For the final invoice amount (including VAT), the Principal already hereby assigns to the Contractor the buyer’s claims from the resale of the reserved products. This assignment applies irrespective of whether the purchase object is resold in processed or unprocessed form. The Principal may collect the claim even after its assignment. The Contractor’s authorization to collect the claim will remain unaffected thereby. However, the Contractor will not collect the claim as long as the Principal satisfies the payment obligations for the obtained earnings, is not in default and does not request insolvency proceedings or suspend payments.
4. The Principal may only edit, process or modify the purchase object in the name and on behalf of the Contractor. In such cases, the Principal’s expectant rights to the purchase object will continue to apply to the modified object. If the purchase object is processed with other objects not owned by the Contractor, the Contractor will acquire co-ownership of the new object for the ratio of the objective value of the Contractor’s purchase object to the other processed objects at the time of processing. The same applies in case of mixing. If mixing results in the Principal’s object being considered the main object, the Principal must transfer proportional co-ownership to the Contractor and keep the resulting sole or co-ownership for the Contractor.
5. If requested by the Principal, the Contractor will release the collateral to which the Contractor is entitled if the collateral’s value exceeds that of the claims to be secured by more than 20%.

VII. Complaints & Review Obligations

1. The Principal must review corrections to preliminary and interim results and whether delivered products are as agreed. Except for errors that occur or could only be detected after print readiness had been declared, the risk of error will be transferred to the Principal after print readiness is declared. The same applies to any other release declarations of the Principal for further production.
2. Complaints are only permitted within 1 week of receipt of the products. Claims based on hidden defects that cannot be detected during the immediate review may only be exercised against the Contractor if the Contractor receives the corresponding defect report without undue delay, at the latest, within 3 months of the products leaving the supplier’s factory.
3. In case of legitimate complaints, the Contractor must provide rectification and/or a replacement delivery, at the Contractor’s discretion, for up to the order value under exclusion of other payment reduction claims, unless an assured characteristic is missing or the Contractor or the Contractor’s vicarious agents are guilty of intent or gross negligence. The same applies in case of legitimate complaints about the rectification or replacement delivery. However, in case of delayed, non-provided or failed rectification or replacement delivery, the Principal may withdraw from the agreement. Section 361 of the German Civil Code will remain unaffected. Liability for consequential damages is excluded, unless the Contractor or the Contractor’s vicarious agents are guilty of intent or gross negligence.
4. Defects of parts of delivered products do not permit complaints about the entire delivery.
5. For any print process, complaints may not be raised for minor differences between color reproductions and original templates. The same applies to comparisons between test prints and final prints.
6. The Contractor will only be liable for differences between characteristics of materials used for up to the amount of the Contractor’s claim against the supplier. In such cases, the Contractor will be exempt from liability if the Contractor assigns the Contractor’s claims against the supplier to the Principal. The Contractor will be liable like a guarantor if claims against the supplier are not established because of the Contractor or are not enforceable.
7. Complaints may not be raised if deliveries differ from ordered quantities by up to 10%. The delivered quantity will be invoiced. Differences of up to 20% for deliveries of less than 1,000 kg of specially produced paper or up to 15% for less than 2,000 kg do not represent defects.

VIII. Storage & Insurance

1. Semi-finished and finished products will only be stored after the delivery date with prior agreement and for a separate fee.
2. If provided by the Principal, the objects specified above will be treated diligently until the delivery date. The Contractor will only be liable for damage caused by intent or gross negligence.
3. Insurance required for the objects specified above must be obtained by the Principal.

IX. Liability

If samples or other order documents are damaged or lost through fault of the Contractor, the Contractor will only be liable for material value, but, under no circumstances, for sentimental value or subsequent damage. In any case, liability will be limited to the value of the respective order. Further claims, including from defective performance, are excluded. The Contractor will not be liable for external print templates, other templates, manuscripts or other objects that are not commissioned by the Principal within 4 weeks of order completion.

X. Ownership & Copyrights

1. Even if invoiced separately, operating items, especially films, lithos, printing plates, punches, dies and other templates, used by the Contractor to produce the agreed object will remain the property of the Contractor and will not be delivered.
2. The Principal will be solely liable if rights, especially third-party copyrights, are infringed through the performance of the Principal’s order. The Principal must hold the Contractor harmless of all third-party claims based on such infringements.
3. The Contractor must use state-of-the-art anti-computer virus programs before transferring data. The Contractor will be solely responsible for data security. We may produce copies.
4. By ordering the products, the Principal irrevocably consents to the Contractor referencing and disclosing the Principal’s name and/or company name. The Principal also consents to use of image copies of ordered products as reference products. If the Principal does not want this, written notice to the Contractor requesting cessation of such use will suffice.

XI. Customs

Unless agreed otherwise, the customs of the print industry (e.g., no handover obligations for interim results, such as data, lithos or printing plates necessary for producing the final product) apply to commercial transactions.

XII. Archiving

Products to which the Principal is entitled, especially data and data carriers, will only be archived by the Contractor after the final product has been handed over to the Principal or the Principal’s vicarious agents with an express agreement and for a separate fee. Unless agreed otherwise, necessary insurance for the above-stated products must be obtained by the Principal.

XIII. Imprint

With the Principal’s consent, the Contractor may appropriately note the Contractor’s company on the agreed products. The Principal may only refuse this consent in case of overriding interests.

XIV. Place of Performance, Place of Jurisdiction & Validity

1. The place of performance and jurisdiction for any dispute arising directly or indirectly from the agreement is Frankfurt am Main, Germany.
However, Next design + produktion GmbH may also sue at the buyer’s venue.
2. The invalidity of one or several regulations will not affect the validity of the remaining regulations.

The Principal acknowledges that Next design + produktion GmbH stores data under the contractual relationship in accordance with Section 28 of the German Federal Data Protection Act [Bundesdatenschutzgesetz, BDSG] and for data processing purposes and reserves the right to transfer this data to third parties (e.g., producers, suppliers, forwarders, etc.) insofar as necessary for contract performance.

Valid April 2020