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§ 1 Scope, Hierarchy

1. These General Terms and Conditions (ABL) apply exclusively to all business transactions between Kolbe-Coloco Spezialdruck GmbH, hereinafter referred to as “KOLBE,” and the buyer, client, or purchaser, hereinafter referred to as the “Client,” in addition to any other contractual agreements. KOLBE does not recognize any deviating or supplementary terms and conditions—even in the event of unconditional performance of services or acceptance of payment—unless KOLBE expressly agrees to their validity in writing.

2. These General Terms and Conditions apply only to business transactions with businesses as defined in Section 14 of the German Civil Code (BGB); they also apply to all future business relationships without the need for further inclusion until KOLBE issues new General Terms and Conditions.

3. All agreements reached between KOLBE and the Client during contract negotiations must be set forth in writing for documentation purposes and confirmed by both parties.

4. Side agreements, subsequent amendments to the contract, and the assumption of a guarantee—in particular, representations regarding characteristics or the assumption of a procurement risk—must be in writing if they are made by persons not authorized to represent the company.

5. If any other contractual provisions in the offer, the order confirmation, or in signed supply contracts conflict with these General Terms and Conditions of Sale, those other contractual provisions shall take precedence. In all other respects, the various provisions shall apply concurrently.

§ 2 Consultation

1. KOLBE provides consulting services to the client only upon the client’s express request and only if a fee has been agreed upon. In particular, omissions do not constitute consulting services.

2. KOLBE’s advice pertains exclusively to the characteristics of its own products and does not extend to their use by the customer or the customer’s end users; any advice provided regarding application at the customer’s premises is non-binding.

3. KOLBE’s consulting services, as product- and service-related advice, apply exclusively to the products and services provided by KOLBE. They do not extend to advice provided outside the scope of a contract, i.e., statements made without KOLBE providing any services.

4. KOLBE’s consulting services are based exclusively on empirical data from its own company and incorporate the current state of science and technology only as a general guide.

§ 3 Conclusion of the Contract

1. Offers made by KOLBE are subject to change; they are to be considered an invitation to submit an offer.

2. The initial preparation of a quotation is generally free of charge. Additional quotations and design work are provided free of charge only to the extent that the supply contract becomes and remains valid.

3. Information, descriptions, and images of KOLBE’s goods and products—particularly those contained in technical documents, catalogs, brochures, newsletters, advertisements, and price lists—are non-binding unless their inclusion in the contract has been expressly agreed upon; they do not relieve the customer of the obligation to conduct its own inspections.

4. Color and light fastness, resistance to moisture, heat, and weathering, as well as drawings, illustrations, dimensions, weights, and other performance data, shall be agreed upon in writing for documentation purposes.

5. As a general rule, the order placed by the client constitutes an offer to enter into a contract.

6. The order must include all details necessary for its execution. This applies to all deliveries, services, work, and other services provided by KOLBE. This includes, in particular but not limited to, details regarding item description, quantity, dimensions, material, material composition, pre-treatment, processing specifications, handling instructions, storage, standards, and all other technical parameters and physical characteristics. Missing, incorrect, or incomplete information shall be deemed expressly not agreed upon and shall not give rise to any obligations on the part of KOLBE.

7. If the order placed by the Client differs from KOLBE’s quotation, the Client shall clearly indicate the differences.

8. KOLBE is entitled to obtain further information necessary for the proper execution of the order.

9. Orders must be placed in writing or in (electronic) text form; orders placed verbally or by telephone will be carried out at the client’s own risk.

10. The order shall be accepted within 3 weeks of receipt, unless a longer acceptance period is specified.

11. KOLBE’s services are set forth in the order confirmation.

12. KOLBE reserves the right to process the goods or services at another facility or to have them processed there at no additional cost to the customer.

13. If the Customer cancels an order that has been placed, KOLBE may, without prejudice to its right to claim higher actual damages, charge 10% of the price of the goods or services for the costs incurred in processing the order and for lost profits. The Customer reserves the right to prove that the actual damages were lower.

14. Samples of any kind—such as drafts, mock-ups, test prints, proofs, etc.—are produced specifically for the client in accordance with their specifications only after a formal order has been placed. These samples are billed to the client separately.

§ 4 Framework Agreements

1. If a framework agreement has been entered into between KOLBE and the Customer under which an agreed quantity is manufactured and stored on call, the Customer agrees to purchase the entire remaining quantity still in stock or yet to be manufactured six months after the order date. During the term of the framework agreement, any change to the ordered goods or services is possible only through a separate contractual agreement between KOLBE and the customer.

2. Unless otherwise agreed, all call-off orders must be accepted within six months of the order being placed, without the need for a request for acceptance. Once this period has expired, KOLBE is entitled to invoice the goods and ship them at the customer’s expense and risk, or to immediately withdraw from the contract.

§ 5 Contract Amendments

1. If the Client requests changes to the subject matter of the delivery or service after the contract has been concluded, a separate contractual agreement is required.

2. Sketches, drafts, typesetting samples, proofs, initial prototypes, proofs, and similar preliminary work will be sent to the client only upon the client’s express written request and only if necessary for KOLBE to perform the services.

3. Any subsequent changes requested by the client, including any resulting machine downtime, will be billed to the client. This also includes repeat proof prints requested by the client due to minor deviations from the original design.

4. In the event of missing or incorrect information, KOLBE reserves the right to make reasonable changes to the subject matter of the delivery or service. The client shall bear any disadvantages resulting from missing or incorrect information, in particular any additional costs or damages.

5. We reserve the right to make technical changes to the goods or services to be delivered, provided such changes do not jeopardize the purpose of the contract, particularly with regard to materials and workmanship.

§ 6 Delivery Time

1. If a delivery or performance period has been agreed upon, it shall commence upon dispatch of the order confirmation, but not before all details of the order have been fully clarified, all obligations of cooperation on the part of the customer have been duly fulfilled, and any down payment owed by the customer has been made; the same applies to delivery or performance dates.

2. In the event of mutually agreed changes to the subject matter of the order, delivery or performance periods and delivery or performance dates must be renegotiated. This also applies if the subject matter of the order was renegotiated after the contract was concluded, even if no change was made to the subject matter of the order.

3. Delivery or performance periods and delivery or performance dates are subject to the condition that prior deliveries are made on time and free of defects, as well as to unforeseeable production disruptions.

4. Delivery and performance deadlines are automatically extended by the period during which the Client fails to fulfill its obligations to KOLBE. In particular, delivery and performance deadlines are suspended for the duration of the client’s review of proofs, galley proofs, samples, etc., from the time of their dispatch to the client until final approval. This applies accordingly to delivery and performance dates as well.

5. The delivery or performance deadline is deemed to have been met if, by the time it expires, the goods or services have left KOLBE’s premises or KOLBE has notified the customer that they are ready for pickup.

6. KOLBE is entitled to provide the agreed-upon delivery or service prior to the agreed-upon time.

7. Partial deliveries or services are permitted—provided they are reasonable for the Client—and may be billed separately

§ 7 Default in Acceptance

1. If the Customer fails to accept the goods on the agreed delivery date or by the end of the agreed delivery period due to circumstances for which the Customer is responsible, KOLBE may demand reimbursement for the additional expenses incurred as a result.

2. If the delivery or service is delayed by the Customer, KOLBE may charge storage costs of 0.5% for each month or portion thereof, up to a maximum of 5% of the delivery or service price. The contracting parties remain free to provide evidence of higher or lower storage costs. KOLBE is authorized, at the client’s expense and risk, to designate a suitable storage location and to insure the goods or services.

3. Products to which the Client is entitled, in particular data and data storage media, will be archived by KOLBE beyond the date of delivery of the goods only upon express agreement and for a separate fee.

4. If KOLBE is entitled to claim damages in lieu of performance, it may, without prejudice to the right to claim higher actual damages, demand 15% of the price as damages, unless the Client proves that no damage was incurred at all or that the actual damage is significantly lower than the lump-sum amount.

§ 8 Obstacles to Delivery and Performance

1. In cases of force majeure, KOLBE shall be released from its obligation to fulfill its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract in this regard as of the time when the impediment makes it impossible for KOLBE to deliver the goods or provide the services, provided that the Client is notified of this without delay. If such notification is not provided immediately, the exemption shall take effect from the time the notification is received by the Client. KOLBE shall immediately reimburse the Client for any services already rendered by the Client.

2. “Force Majeure” means the occurrence of an event or circumstance that prevents KOLBE from fulfilling one or more of its contractual obligations under the Agreement, provided that KOLBE demonstrates that: (a) this impediment is beyond KOLBE’s reasonable control; and (b) it was not reasonably foreseeable by KOLBE at the time the contract was concluded; and (c) the effects of the impediment could not reasonably have been avoided or overcome by KOLBE. Unless proven otherwise, the following events shall be presumed to constitute force majeure:

(i) War (whether declared or undeclared), hostilities, attack, acts of foreign enemies, or large-scale military mobilization;

(ii) civil war, civil unrest, rebellion, and revolution; a military or other seizure of power; insurrection; acts of terrorism; sabotage; or piracy;

(iii) currency and trade restrictions, embargoes, sanctions;

(iv) lawful or unlawful acts of government, compliance with laws or government orders, expropriation, seizure of property, requisition, or nationalization;

(v) pandemic, plague, epidemic, natural disaster, or extreme natural event;

(vi) explosion, fire, destruction of equipment, or prolonged disruption of transportation, telecommunications, information systems, or power;

(vii) general labor disputes such as boycotts, strikes, and lockouts, work-to-rule, and the occupation of factories and buildings.

3. If the effect of the claimed impediment or event is temporary, the consequences set forth in Section 1 shall apply only for as long as the claimed impediment prevents KOLBE from performing the contract.

4. If the duration of the claimed impediment results in the contracting parties being deprived to a significant extent of what they were entitled to expect under the contract, both contracting parties shall have the right to terminate the contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the contracting parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 60 days.

5. KOLBE is also entitled to terminate the contract if, through no fault of its own, KOLBE fails to receive delivery from one of its suppliers despite the supplier’s contractual obligation to do so, and KOLBE is therefore unable to fulfill its own delivery or performance obligations to the Client. In such a case, KOLBE will immediately inform the Client of the unavailability of the goods or services and will promptly reimburse the Client for any services already rendered.

6. Notwithstanding the provisions above, in light of the coronavirus crisis that arose in 2020, the contracting parties agree that a situation may unexpectedly arise in which KOLBE, through no fault of its own, may still be able to fulfill its contractual obligations, fulfill its contractual obligations, but that fulfillment is made significantly more difficult, such that KOLBE has a legitimate interest in suspending the provision of services for the duration of this impediment and resuming them once the impediment has ceased. The contracting parties agree that, in this case, KOLBE has the right to temporarily suspend the provision of services.

7. KOLBE shall be entitled to the rights set forth in § 8 even if KOLBE was already in default when these circumstances arose.

§ 9 Payment

1. Unless otherwise agreed, the agreed prices in euros shall apply in accordance with the EXW (ex works) clause of INCOTERMS 2020, plus value-added tax, customs duties, freight charges, packaging costs, transportation insurance, and other shipping costs. KOLBE will insure the goods to be shipped only upon the client’s express written request and at the client’s expense.

2. KOLBE is entitled to adjust the agreed price reasonably if, after the contract is concluded, there are changes in costs, particularly due to collective bargaining agreements or changes in material or energy prices. Upon request, KOLBE will provide the Client with evidence of such cost changes.

3. KOLBE is entitled to adjust the agreed price reasonably if changes arise before or during the performance of the order because the information provided by the client or the documents made available were incorrect, or if the client otherwise requests changes.

4. Sketches, drafts, typesetting proofs, test prints, initial samples, proofs, modifications to data supplied or transmitted, and similar preparatory work requested by the client, as well as data transfers, will be billed to the client separately. This applies even if a production order is placed.

5. KOLBE is entitled to require a reasonable advance payment upon conclusion of the contract. No interest will be paid on this amount.

6. Unless otherwise agreed, invoices are due in full within 30 days of the invoice date. They must be paid without any deductions. In the event of non-payment, the client shall be in default as of the due date without further notice. Cash discounts and rebates are granted only by separate agreement. Partial payments require a separate written agreement.

7. Payment by bill of exchange requires a separate prior agreement with KOLBE. Discount charges and bill of exchange fees shall be borne by the customer. Payment by check or bill of exchange is made only on account of performance and shall not be considered payment until it has been credited without reservation.

8. If KOLBE has multiple outstanding claims against the Client and the Client’s payments are not designated for a specific claim, KOLBE shall be entitled to determine which of the outstanding claims the payment applies to.

9. In the event of late payment, a payment deferral, or partial payment, KOLBE is entitled to charge statutory late payment interest, or at least interest at a rate of 9 percentage points per annum above the applicable base rate, and to withhold further services until all outstanding invoices have been settled. KOLBE reserves the right to prove that the actual damages were higher.

10. By placing an order, the Client confirms its solvency and creditworthiness. If there are reasonable doubts regarding the Client’s solvency or creditworthiness, KOLBE is entitled to demand advance payment or appropriate security for the services to be provided by the Client. If the Client is unwilling to make advance payment or provide security, KOLBE is entitled, after a reasonable grace period, to withdraw from these contracts and claim damages for non-performance.

11. Any agreed payment terms shall be void, and outstanding amounts shall become due immediately if an application is filed to initiate insolvency proceedings against the Client’s assets, if the Client has provided inaccurate information regarding its creditworthiness, or if there are other reasonable doubts regarding the Client’s solvency or creditworthiness.

12. The Client may only set off its claims against claims by KOLBE if the counterclaim is undisputed or has been established by a final and binding judgment. The assignment of claims against KOLBE requires KOLBE’s consent.

13. The Client shall have a right of retention only if the counterclaim is based on the same contractual relationship and is undisputed or has been established by a final and binding judgment, or if KOLBE has materially breached its obligations under the same contractual relationship despite a written warning and has not offered adequate security. If a service provided by KOLBE is undisputedly defective, the Client is entitled to withhold payment only to the extent that the amount withheld is in reasonable proportion to the defects and the anticipated costs of remedying them.

14. The payment deadlines shall remain in effect even if delays in delivery occur through no fault of KOLBE.

15. For initial orders, KOLBE is entitled to charge reasonable and customary one-time programming and setup costs in addition to the contractually agreed prices for the delivered goods.

16. To the extent that value-added tax is not included in KOLBE’s invoice, particularly because KOLBE assumes, based on the information provided by the client, that an “intra-Community supply” within the meaning of § 4 No. 1 b in conjunction with § 6 a of the German Value-Added Tax Act (UStG) has taken place and KOLBE is subsequently charged with a value-added tax liability (Section 6a(4) of the German Value-Added Tax Act (UStG)), the client is obligated to pay KOLBE the amount for which KOLBE is liable. This obligation applies regardless of whether KOLBE must subsequently pay value-added tax, import sales tax, or comparable taxes domestically or abroad.

§ 10 Performance

1. The place of performance for the services ordered is KOLBE’s facility. Unless otherwise agreed in writing, the customer shall pick up the goods there upon notification of completion.

2. The place of performance for payments to KOLBE arising from the business relationship is KOLBE’s registered office.

3. The Client is obligated to accept the work as soon as KOLBE notifies the Client that the commissioned services have been completed.

If the client does not accept the service within two weeks of notification, acceptance shall be deemed to have taken place.

4. The risk of any defects in the goods passes to the client upon the issuance of the “ready for print” declaration, unless such defects arose or could have been detected only during the production process following the issuance of the “ready for print” declaration.

5. The risk of loss, destruction, or damage to the goods passes to the customer upon notification that the goods have been completed.

If shipment has been agreed upon, the risk passes to the customer upon dispatch of the goods or their handover to the designated carrier.

6. Unless otherwise agreed, KOLBE shall determine the type and extent of the packaging. Disposable packaging shall be disposed of by the client.

7. If the shipment is made in returnable packaging, such packaging must be returned carriage paid within 30 days of receipt of the delivery. The customer is liable for any loss or damage to the returnable packaging. Returnable packaging may not be used for any other purpose or to hold other items. It is intended solely for the transport of the delivered goods. Labels must not be removed.

8. In the event of damage to or loss of the goods during transport, an inventory must be taken immediately and KOLBE must be notified. The client must immediately file a claim with the carrier for any damage caused during transport.

§ 11 Delivery

1. KOLBE shall not be liable for damages resulting from incorrect or inaccurate labeling or marking of goods provided by the client or other supplies, provided that no breach of duty has occurred. Goods and other supplies provided by the client or by a third party engaged by the client—including, in particular, data carriers and transmitted data—are not subject to any obligation on the part of KOLBE to inspect them.

2. KOLBE will inspect the goods to be processed for any visible external damage. KOLBE is not obligated to perform any further inspections. Any defects found will be reported to the client within 10 business days of their discovery.

3. The Client is obligated to compensate KOLBE for all damages, including lost profits, incurred by KOLBE as a result of the provision of material and data that cannot be processed.

4. KOLBE is entitled to a right of retention under § 369 of the German Commercial Code (HGB) with respect to the print and stamp templates, manuscripts, raw materials, and other items supplied by the Client until all due claims arising from the business relationship have been settled in full.

5. Items provided to KOLBE by the Client will be stored for a maximum of two years following their last use. Upon expiration of this period, KOLBE is entitled to dispose of these items, unless the Client has expressly requested their return in writing from KOLBE prior to the expiration of the period.

§ 12 Duty to Inspect and Notify of Defects

1. The Customer is obligated to inspect the goods for defects and damage—including, in particular, preliminary and intermediate products sent for correction—immediately upon delivery in accordance with § 377 of the German Commercial Code (HGB), and to notify KOLBE of any defects and damage discovered at that time or subsequently as soon as they are discovered, as well as to provide KOLBE with a sample from the affected shipment. For services and work performed, the provisions of § 377 HGB apply accordingly. Notices of defects must be made in writing.

2. The use of defective goods or services is prohibited. If a defect could not be detected upon receipt of the goods or upon provision of the services, any further use of the goods or services must be discontinued immediately upon discovery of the defect. The burden of proof that a latent defect exists rests with the customer.

3. The Customer shall provide KOLBE with the goods subject to the complaint and allow the time necessary to inspect the alleged defect. In the event of an unjustified complaint, KOLBE reserves the right to charge the Customer for the costs incurred in connection with the inspection.

4. Filing a complaint does not release the client from its obligation to pay.

5. Defects in part of the delivered goods do not entitle the customer to reject the entire shipment, unless the partial shipment is of no interest to the customer.

6. Dimensions of the goods or services to be provided by KOLBE may not be the subject of a complaint if such deviations can be considered standard for the industry or commercial practice.

The following general dimensional tolerances are deemed to have been agreed upon:

Edge length, diameter, web width

up to 300 mm ± 1.0 mm

301 to 700 mm ± 1.50 mm

> 700 mm ± 2.0 mm

The tolerances listed apply to the final dimensions produced by KOLBE through the cutting, punching, and rolling processes. Subsequent dimensional changes due to material properties and/or environmental conditions cannot be ruled out and are not accounted for in the tolerances.

7. In the case of reproductions produced by any manufacturing process, minor deviations from the original cannot be grounds for complaint. The same applies to comparisons between other reference materials (e.g., proofs, press proofs) and the final product.

§ 13 Warranty

1. If the goods or services supplied by KOLBE are defective, KOLBE shall be entitled, at its discretion, to remedy the defect, provide a replacement, or issue a credit note.

2. The client may also carry out the corrective work after consulting with KOLBE.

3. The customer shall have no claim for expenses incurred in connection with subsequent performance, including, in particular, transportation, travel, labor, and material costs, to the extent that such expenses increase because the goods were subsequently moved to a location other than the customer’s place of business.

4. Over- or under-deliveries of up to 10% of the ordered quantity cannot be the subject of a complaint. The quantity delivered will be billed. For custom-made deliveries weighing less than 1,000 kg, this percentage increases to 20%; for deliveries weighing less than 2,000 kg, it increases to 15%.

5. The warranty does not cover defects that do not affect the value or usability of the product, or affect them only to a negligible extent.

§ 14 Legal Defects

1. Orders based on drawings, sketches, or other specifications provided to KOLBE shall be carried out at the client’s risk. If KOLBE infringes upon third-party intellectual property rights as a result of fulfilling such orders, the client shall indemnify KOLBE against any claims made by the rights holders. The client shall be liable for any further damages.

2. KOLBE shall not be liable for any infringement of intellectual property rights arising in connection with the combination or use of the delivered goods or services with other products, unless KOLBE is responsible for such infringement. Section 15 applies to claims for damages.

3. In the event of legal defects, KOLBE shall be entitled, at its discretion, either to obtain the necessary licenses regarding the infringed intellectual property rights or to remedy the defects in the delivered goods or services by providing goods or services that have been modified to an extent that is reasonable for the Client.

4. KOLBE generally has no knowledge of the actual location where its services are used or applied. The Client is therefore obligated to verify for itself whether the delivery or use of KOLBE’s services results in any infringements of intellectual property rights or other legal violations at the place of delivery or use, and whether KOLBE’s services may otherwise be used at the place of use. Furthermore, KOLBE’s liability for the infringement of third-party intellectual property rights extends only to those intellectual property rights that are registered and published in Germany, unless KOLBE is responsible for an infringement of intellectual property rights beyond this scope. Section 15 applies exclusively to claims for damages.

5. The transfer or grant of intellectual property rights, in particular existing industrial property rights held by KOLBE, to the Client is not part of the delivery or service to be provided by KOLBE. The nature and scope of the rights of use or intellectual property rights to be granted are subject to a separate contractual agreement.

6. Any materials used by KOLBE in the performance of the order, such as data, films, lithographs, tools, and printing plates, shall remain the property of KOLBE even if billed separately and shall not be delivered; any copyrights shall vest in KOLBE.

7. All ideas and materials developed by KOLBE, including but not limited to samples, mock-ups, sketches, drafts, technical information, lithographs, proofs, etc., are protected by KOLBE’s intellectual property rights and may not be used or exploited in any form without KOLBE’s consent, unless such products were manufactured exclusively in accordance with the client’s specifications and instructions.

8. If KOLBE manufactures products on behalf of the Customer based on drawings, models, samples, or other technical documentation provided by the Customer, or in accordance with manufacturing specifications provided by the Customer, the Customer shall be responsible for ensuring that such products do not infringe upon the intellectual property rights of third parties. If third parties prohibit KOLBE, citing existing intellectual property rights, from manufacturing and delivering such products in particular, KOLBE shall be entitled, without being obligated to verify the legal situation, to cease all further activities to the extent concerned and to claim damages from the Client.

9. By providing such drawings, documents, and similar materials, as well as by ensuring the desired process outcomes and adhering to the specified formulations and material specifications, etc., the Client hereby indemnifies KOLBE against all third-party claims arising in this connection.

§ 15 Liability

1. If KOLBE, its legal representatives, employees, or agents breach a duty intentionally or through gross negligence—in particular, a duty arising from the contractual relationship—or commit a tort intentionally or through gross negligence, KOLBE shall be liable for the resulting damage to the client in accordance with the provisions of law.

2. If KOLBE, its legal representatives, employees, or vicarious agents breach an obligation merely through simple negligence, the Client’s claims for damages against KOLBE—regardless of their nature or legal basis, including, in particular, claims arising from a breach of contractual obligations or tort—are excluded. This does not apply in the event of a breach of a material contractual obligation through simple negligence. In such a case, liability is limited to foreseeable damages typical for this type of contract. An essential contractual obligation in this sense is one whose fulfillment is essential for the proper performance of the contract and on whose compliance the Client regularly relies and is entitled to rely.

3. The foregoing disclaimer or limitation of liability does not apply in the event of a culpable injury to life, limb, or health; in the event of fraudulent concealment of a defect; in the event that a warranty of quality has not been fulfilled; or in the event that liability arises under the Product Liability Act.

4. The statutory rules regarding the burden of proof remain unaffected by the foregoing provisions.

5. The Client may only assert claims for recourse against KOLBE to the extent that the Client has not entered into any agreement with its customer that goes beyond the statutory claims for defects and damages.

8. KOLBE shall not be liable to the extent that the Client has effectively limited its own liability toward its customer.

§ 16 Statute of Limitations

1. The statute of limitations for claims and rights arising from defects in KOLBE’s products, services, and work performed is one year. The commencement of the statute of limitations is governed by the provisions of law. In the cases covered by Sections 438(1)(1) and (2), 438(3), 479, 634a(1)(2) and (3), and 634a(3) of the German Civil Code (BGB), the limitation period specified therein applies. If KOLBE is liable for damages pursuant to § 15, the warranty period regarding the claim for damages is governed by the statutory provisions.

2. Remedial measures neither suspend the statute of limitations applicable to the original performance nor cause the statute of limitations to start anew. Section 212 of the German Civil Code (BGB) remains unaffected.

§ 17 Acquisition of Ownership

1. KOLBE retains title to all items covered by the contract until all claims to which KOLBE is entitled arising from the business relationship with the Client have been settled in full. KOLBE retains all ownership rights and copyrights to the illustrations, drawings, calculations, and other (technical) documents provided.

2. If KOLBE’s property is processed, combined, or mixed with third-party property, KOLBE shall acquire ownership of the new item in accordance with § 947 of the German Civil Code (BGB).

3. If processing, combination, or mixing takes place in such a way that the third-party contribution is to be regarded as the principal item, KOLBE shall acquire ownership in proportion to the value of KOLBE’s contribution relative to the third-party contribution at the time of processing, combination, or mixing.

4. If KOLBE acquires ownership of an item as a result of its services, KOLBE reserves ownership of that item until all outstanding claims arising from the business relationship with the client have been settled.

5. The Customer is obligated to store the goods subject to retention of title with due care and, if necessary, to carry out maintenance and repair work in a timely manner at its own expense. The Customer must insure the goods subject to retention of title against loss and damage at its own expense. Any security claims arising in the event of damage must be assigned to KOLBE.

6. The Customer is entitled to resell the item, which is (co-)owned by KOLBE, in the ordinary course of business, provided that the Customer fulfills its obligations arising from the business relationship with KOLBE. In this case, the claim arising from the sale shall be deemed assigned to KOLBE in the proportion of the value of the KOLBE service secured by the retention of title to the total value of the sold goods. The Customer remains entitled to collect this claim even after the assignment. KOLBE’s authority to collect this claim itself remains unaffected.

7. The Customer’s right to dispose of the goods subject to KOLBE’s retention of title, as well as to collect the claims assigned to KOLBE, shall expire as soon as the Customer fails to meet its payment obligations and/or an application is filed to commence insolvency proceedings. In the aforementioned cases, as well as in the event of any other breach of contract by the Customer, KOLBE is entitled to take back the goods delivered under retention of title without prior notice.

8. The Customer shall notify KOLBE immediately if there is any risk to KOLBE’s retained title, particularly in the event of insolvency, inability to pay, or enforcement proceedings. At KOLBE’s request, the Customer shall provide all necessary information regarding the inventory of goods (co-)owned by KOLBE and regarding the claims assigned to KOLBE, and shall notify its customers of the assignment. The Customer shall assist KOLBE in all measures necessary to protect KOLBE’s (co-)ownership and shall bear the resulting costs.

9. KOLBE shall have a lien on the Customer’s property that has come into KOLBE’s possession pursuant to the contract, covering all claims arising from the contract. The lien may also be asserted for claims arising from earlier deliveries or services, provided that these are related to the subject matter of the delivery or service. The lien applies to other claims arising from the business relationship, provided that such claims are undisputed or have been legally established. Sections 1204 et seq. of the German Civil Code (BGB) and Section 50(1) of the Insolvency Code apply accordingly.

10. If the realizable value of the collateral exceeds KOLBE’s claims by more than 10%, KOLBE shall, at the customer’s request, release collateral of its own choosing to the extent of such excess.

§ 18 Material Processing

If the client provides KOLBE with materials for processing, the following provisions shall apply in addition:

1. Any materials procured by the client, regardless of type, must be delivered to KOLBE carriage paid.

2. Upon delivery, KOLBE will inspect the goods to be processed only for externally visible defects and damage. KOLBE is not obligated to perform any further inspections. Any defects or damage discovered will be reported to the client within 10 business days of their discovery.

3. The goods provided to KOLBE must be made of a material that is easy to process and of suitable quality. If these requirements are not met, KOLBE will notify the client of the additional costs incurred and the resulting price increase, provided that KOLBE determines the material to be unsuitable. If the client does not agree to the price change, the client has the right to withdraw from the contract. Withdrawal must take place immediately upon notification by KOLBE of the changed conditions. If the client declares withdrawal, they must reasonably compensate KOLBE for the work already performed.

4. If goods provided to KOLBE prove to be unusable due to material defects, KOLBE shall be reimbursed for the processing costs incurred.

5. When the Client provides the material, any packaging material and waste resulting from unavoidable losses during the preparation of printing plates and the printing process, as well as from processing such as trimming, die-cutting, and similar operations, shall remain the property of KOLBE.

6. If the client provides printing plates, they must be accompanied by proofs with corrections.

7. Any digital files or data provided by the Client must be created and formatted in accordance with KOLBE’s specifications. If this is not the case, the Client is precluded from filing a complaint regarding such defects. When transmitting data, the Client must use state-of-the-art antivirus software prior to sending the data. Data backup is the sole responsibility of the client. KOLBE is entitled to make a copy.

8. KOLBE shall not be liable for any damage resulting from inaccurate labeling or marking of goods delivered by the customer.

9. The Client is obligated to compensate KOLBE for all damages, including lost profits, incurred by KOLBE as a result of the provision of material that cannot be processed.

10. KOLBE will not provide compensation for scrap arising within the scope customary for the industry.

§ 19 Tools

1. In the case of tools owned by the Client or tools provided by the Client on a loan basis, KOLBE’s liability with respect to storage and maintenance is limited to the standard of care it would exercise in its own affairs. The client shall bear the costs of maintenance and insurance. KOLBE’s obligations under this Section 19 shall expire if, after completion of the order and a corresponding request to the client to collect the tools, the client has not collected them within 14 days of the request.

2. Until the customer has fully fulfilled its contractual obligations, KOLBE shall have a right of retention with respect to the tools.

§ 20 Proofs and galley proofs

1. The client must review proofs and press proofs for typesetting and other errors and return them to KOLBE with a statement of readiness for printing. Changes requested by telephone must be confirmed in writing.

2. The client may not later file a complaint regarding errors that it fails to notice when reviewing proofs and press proofs, unless such errors were not detectable.

3. The client is responsible for any errors in the templates provided.

§ 21 Confidentiality

1. The Client agrees to treat all aspects of the business relationship that are worthy of protection as confidential. In particular, the Client shall treat all non-public commercial and technical details that come to its knowledge through the business relationship as trade secrets. The duty of confidentiality does not apply to information or aspects of the business relationship that were already publicly known at the time of disclosure, nor to such information or aspects of the business relationship that were demonstrably known to one contracting party prior to disclosure by the other contracting party. The Client shall ensure that its employees also respect KOLBE’s legitimate confidentiality interests.

2. Reproduction of the documents provided to the client is permitted only to the extent necessary for business purposes and in accordance with copyright laws.

3. No documents may be made available to third parties, either in whole or in part, or used for any purpose other than that for which they were provided to the client, without the written consent of KOLBE.

4. Any processes that KOLBE has provided to the Client, in whatever form, may only be used for the purpose specified in the contract; disclosure to third parties is prohibited without KOLBE’s express consent.

5. Any disclosure of the business relationship with KOLBE to third parties, even in part, may only take place with KOLBE’s prior written consent; the Client shall also require such third parties to maintain confidentiality under a similar agreement. The Client may only use the business relationship with KOLBE for promotional purposes with KOLBE’s prior written consent.

6. The client remains bound by the confidentiality obligation even after the business relationship has ended.

7. The Client agrees not to use the confidential information received from KOLBE to conduct business with or solicit KOLBE’s customers, either directly or indirectly.

§ 22 Governing Law

1. The exclusive venue for legal proceedings is KOLBE’s place of business. KOLBE is entitled to bring legal action against the Client before any other court with jurisdiction under the law.

2. Business relationships with the Client shall be governed exclusively by the laws of the Federal Republic of Germany. The applicability of the CISG (the “Vienna Sales Convention”) and private international law is excluded.

3. Should any provision of these General Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. The contracting parties shall endeavor to replace the invalid provision with another provision that most closely reflects the economic purpose and legal intent of the original wording.

4. The language of the contract is German.

§ 23 Contact Information

Kolbe-Coloco Specialty Printing, LLC

Managing Director Stefan Klinksiek

50 Industrial Park

33775 Versmold

Phone: +49 (0) 5423 967 0

Fax: +49 (0) 5423 41230

Email: info@kolbe-coloco.de

www.kolbe-coloco.de

Court of Registration: Gütersloh Local Court, Commercial Register No.: HRB 6963 VAT ID No.: DE814231671

As of February 2022