Stand 07/12/09

I. Scope of Contract
The following terms and conditions shall be applicable to and governing for all new, current and future business relations between ourselves and our customers. We will transact any and all business on the lines of and in accordance with our General Terms and Conditions of Business only. Customers' terms and conditions of business which differ from our own shall not apply, even if we do not or will not expressly notify our customers of the rejection of the same. The “terms of delivery” agreed below in their relevant current version form part of our general terms and conditions and as such therefore also form an integral part of the service contracts with our customers.

II. Offers and orders
1. Offers are, as a matter of principle, given without obligation and are subject to confirmation, unless it is expressly stated in writing that any one offer is binding.
2. Information given in our catalogues and price lists is subject to change without notice. Prices shown shall be valid subject to the provision that no changes will be made between those details which were used as a basis for the offer and the details given for the order as such. Unless different prices have been expressly and specifically agreed upon, it shall be our list prices which are valid on the day on which the contract is concluded, which shall be deemed to be the prices which were agreed upon and will be applicable. We shall be entitled to adjust our prices to take wage increases and increases in materials costs into account. No such adjustment shall be possible and permissible unless more than six weeks will have elapsed between the date of the conclusion of the contract and the date of delivery of the merchandise and if the increase in costs occurs after the contract has been concluded.
3. We reserve the right to implement technical improvements as well as other minor modifications or amendments that are normal in this trade, as compared and in reference to the information and the technical data which are indicated in our catalogues, price lists, offers and confirmations of orders.
4. The contract with the customer will be concluded either by our written confirmation of the order or, at our option, by delivery of the goods ordered.We reserve the right to not accept an order without having to comment thereon in writing and without having to give any reasons therefore.
5. A contract based on offers which are marked as binding will be concluded if and when our offer is accepted by the customer in writing within a period of two weeks following the date of the offer. Following the expiration of that period we will no longer be bound by our offer concerned. A contract will also be effectively concluded if the customer accepts the goods ordered, when the goods are delivered. Prices shown in offers marked as binding shall be binding for us during such acceptance period only.
6. Our prices are indicated exclusive of the respectively valid value-added tax. They are ex works prices and therefore do not include costs to be incurred for packaging, freight, postage and insurance nor any other shipping expenditures.
7. If the performance under and compliance with a contract is or will be dependant on correct or timely delivery or supply by any third party or parties, we shall be entitled to withdraw from the contract or extend the time of performance accordingly, if no such correct and/or timely delivery was made to us and we are not to be held responsible for this, and if it is or was not economically possible or reasonable for us to make arrangements for the suitable substitution of any such delivery.
8. Any additional costs resulting from subsequent changes or modifications which are or will be made by our customer, including machine downtime costs caused by such changes, shall be paid for by the customer. Repeated specimen proof prints which are requested by the customer on account of slight deviations from the master copy shall also be deemed to be and treated as subsequent changes.
9. It is mutually understood and agreed that the costs incurred for sketches, drafts, specimen sets, specimen prints, samples, proofs and similar preliminary work occasioned by and carried out for our customer must be reimbursed by the customer, even if the customer eventually decides not to proceed with the order.

III. Delivery and passing of risk
1. Partial deliveries shall be permitted and our customer shall be obliged to pay the proportionate amount or amounts due therefore, unless it would be unreasonable or inappropriate to expect our customer to accept any such partial delivery.
2. Shipments and deliveries will be made ex works at our customer's expense and risk.
3. Unless otherwise provided and agreed, we shall be free to choose the shipping route. If the freight route or the mode of shipment will be changed at our customer's request after the order has been acknowledged and confirmed, all costs resulting from such change will be charged to the customer.
4. A transport insurance policy will be taken out at our customer's express request and at the customer's expense only.

IV. Time/s of delivery and deadlines
1. The times and dates of delivery which are or will be indicated by us will be subject to change and are approximate only, unless they were individually and expressly contracted as transactions for delivery by a fixed date within the meaning of Section 323 paragraph 2 No. 2 of the German Civil Code or Section 376 of the German Commercial Code. Such delivery dates, delays and deadlines will, however, be applicable and governing only, if our customer will have furnished us in due time with all of the papers, documents, approvals, licenses, clearances, releases and any possibly agreed-upon advance payment which are essential for the execution of the order on and by the agreed-upon date or dates. In the event where any subsequent modifications, amendments or supplements will be made to the contract, the time and dates for delivery shall either begin to run anew or shall be deferred accordingly. Times, dates and deadlines set for delivery shall be deemed to have been duly respected, if and when the goods were dispatched on time.
2. In the event of force majeure or other unforeseeable exceptional circumstances or events for which we are not responsible, such as for example difficulties in procuring materials, interruptions of plant operations, strike, lock-out, lack of transport, governmental interventions, power supply problems, etc., - even if our pre-supplier or sub-contractor is responsible for the same - delivery dates and deadlines, inclusive of confirmed delivery deadlines, shall be extended appropriately. In the event where any of the above-mentioned circumstances or events were to make it impossible or unreasonable for us to perform, we shall be released from our obligation to perform under the contract. If the delay in delivery is longer than one month, both ourselves and our customer shall be entitled to withdraw from and rescind the contract. In the event where delivery dates or deadlines were not complied with and observed without any fault on our part, claims for damages on the part of our customer shall be barred and precluded.
3. If we are responsible for a delay in delivery, our customer shall be obliged to grant us a fair and reasonable grace period to catch up on such delivery, this grace period in each and every case to be two weeks at least. Following the expiration of this period the customer may, if it can submit evidence to prove that it did sustain a damage, demand 1%, but at the most a total of 10 % of the value for that part of the delivery, which was delivered too late because of such default, for each full week of such delay. This shall not apply in so far as we will be mandatorily liable in cases of wilful action or gross negligence or on the grounds that the life, the limb, the body or the health of any person or persons was affected or injured. The customer shall be able and entitled to rescind the contract within the setting of and under existing statutory provisions and stipulations in so far only as the delay in delivery is due to our fault and we are responsible for it. This ruling will not entail any shift of the burden of proof to the customer's disbenefit. The customer shall be obliged to, upon our request, notify us within a reasonable period of time, whether it will rescind the contract in view of any such delay or whether it will insist on the delivery to be made.
4. If our customer will fail to accept individual contractual deliveries or partial deliveries, or if it were to refuse the acceptance thereof, we shall be permitted to set a reasonable grace period for the customer. Following the futile expiration of such grace period we shall be entitled to either rescind the contract or claim damages.

V. Payment
1. Payment (of net price plus value-added tax) shall be made without any deductions immediately after receipt of the invoice. The date on which the respective amount is received in one of our bank accounts will be the relevant date for such payment to be considered as having been made in due time. Any deduction of discount shall be subject to prior written agreement. Agreements which may have been made for cash discounts shall not apply to freight charges, postage, expenditures incurred for insurance coverage or other shipping expenses. The invoice will be made out and written as per the date of delivery, partial delivery or the agreed-upon availability of the goods concerned (obligation to be performed at the debtor's place of business, default in taking delivery or acceptance).
2. We shall not be obliged to accept cheques or bills of exchange. If these will nevertheless be accepted by us, a credit entry for the same will be made subject to the same being honoured, the value date to be the date on which we will be able to dispose of the equivalent thereof. All collecting and interim interest charges shall be paid by our customer immediately after receipt of the covering debit note. It will only be in case of wilful action or gross negligence that we will be liable for the timely presentation, protests, notification and return of a bill in the event where it will be dishonoured.
3. We reserve the right to request advance payment in case of agreed-upon partial deliveries and in cases where we have to provide for extraordinarily large quantities of paper and cardboard or special materials or the rendering of special advance services.
4. In the event where the payment of any outstanding invoice or claim for payment is jeopardized due to a worsening of the financial status and situation of our customer, which occurred or became known after the contract was concluded, we shall be entitled to demand immediate payment of all outstanding invoices, inclusive of invoices for other orders or contracts, to withhold goods which were not yet delivered, and to discontinue work on current orders, and we shall also be entitled to rescind contracts which were already made with such customer, unless said customer will either make payment in advance or provide other satisfactory security. We shall also be entitled to have recourse to these rights, if and when our customer will be in default and will have failed to pay on the due date.
5. We shall, as a matter of principle, be entitled to charge interest for overdue payments, such default interest to be in the amount of 8 % above the basic interest rate. In the event where we can submit evidence to proove a higher loss due to delay, we shall be entitled to claim such loss. The customer shall, however, be free and entitled to provide proof that either no loss or a substantially lesser loss was caused for us by any one delay in payment. We will charge 2.50 EUR in terms of dunning costs for each reminder letter.
6. All payments received will first be offset against costs, then against interest and finally against the principal claim.
7. If the customer will terminate the contract without any sound or substantial reason (Section 649 phrase 1 of the German Civil Code) it shall pay for all defectfree services and performances which were rendered to it up to the time of the termination of the contract. In addition the customer shall also be obliged to pay a lump sum indemnification in the amount of 10 % of the non-performed part of the value of that part of the order to us, which was not completed, to compensate us for thus sustained damages and loss. The customer shall retain the right and shall be entitled to provide evidence that the damage/loss were less than this sum. This provision shall not bar or preclude us from providing evidence to prove that we did sustain an exceptionally high damage/ loss in any one particular case.
8. The customer shall not be permitted to cede and assign its claims resulting from this business relationship without first having obtained our prior written consent. Our customer shall not be entitled to withhold any payments on the basis and grounds that a delivery from other orders is still outstanding. The right to make setoffs will be available and can be asserted against undisputed claims or adjudicated claims only which are legally enforceable.
9. If the material intended for manufacturing the product or the commenced, partly finished or finished product will perish or will be lost, deteriorated or becomes otherwise unusable prior to the acceptance of the goods, and if this impediment to the performance is caused by matters or influences for which the customer is responsible or which are at the customer's risk, without ourselves being responsible for this, we shall be entitled to payment for that part of the work or performance which has been done or rendered by us, as well as to reimbursement for any expenses which may have been incurred by us and which are not part of our performance payment.

VI. Retention of title
1. All goods delivered by us shall remain our property until such time where all claims to which we are entitled on the basis of the business relationship with any one customer, inclusive of any claims which are or will be due to us on account of delay or default, will have been paid in full.
2. Our customer shall be permitted to alienate and sell the goods under retention of title in the normal course of its business only. It shall, therefore, in particular not be permitted to our customer to pledge or hypothecate or transfer or assign by way of security any such goods which are subject to our retention of title. In the event where the entirety of the customer's stocks of goods were to be transferred or assigned to any third party by way of security, those goods which are subject to our retention of title shall, prior to such transfer and assignment, be expressly excepted from such transfer and assignment by making a statement to that effect to that third party in whose favour such security is given, and the respective goods which are subject to our retention of title must be clearly identified and marked as such.
3. In the event where our customer or its own customers will process the goods which are subject to our retention of title, and in cases where these goods will be combined, compounded, incorporated or mixed with other goods or materials, we will become the owner of the resulting product at the ratio of the value which the goods under retention of title have in relation to the value of the new product at the time of such processing, combining, compounding, incorporating or mixing.
4. In the event where our goods under retention of title are or will be sold or re-sold, our customer shall as of now cede and assign to us that part or value of its entitlement to payment for these goods by the third party concerned, which corresponds to the claims which we still have to assert in relation to our customer for our co-ownership title in and to the goods which have so been processed, combined, compounded, incorporated or mixed, up to such time where all our outstanding claims against the customer will have been paid.
5. Our customer shall continue to be authorized to recover and collect the so assigned claims in its own name, as long as it will duly comply with its contractual obligations in relation to ourselves and as long as we will not be aware of any considerable worsening of its economic status or standing. If any such worsening were to occur or if our customer were to fail to make payments when due despite its being dunned, we shall be authorized to assert our rights of ownership and retention of title and the holder of the goods which are subject to such retention of title shall be obliged to surrender the same. The assertion of the right of ownership and retention of title and the taking back of such goods which are subject to such retention of title shall not constitute or amount to a rescision of the contract.
6. We shall at all times be authorized to enter the customer's premises during normal business hours for the purpose of collecting and taking the goods back, which are subject to our retention of title. Our customer shall pay for the costs which will be occasioned by the fact that we take these goods back which are subject to such retention of title. We shall be authorized and entitled to make use of these goods which are subject to our retention of title and which are taken back by us along with their accessories and to realize them by selling them at the best possible price in the open market. After deduction of all expenses the proceeds obtained by such sale shall be credited against our customer's debt; any credit balance remaining shall be paid to the customer.
7. Any and all damage to or destruction of the goods which are subject to our retention of title as well as any and all interventions relating to the same by any third party or parties, in particular attachments or levies of execution, shall be immediately reported to us by our customer. In any such event our customer shall assist us in every possible way in asserting the claims to which we are entitled.
In so far as our customer is or will be entitled to any insurance benefits, our customer herewith assigns the same to us in priority to its own entitlement to such insurance benefit.
8. If the securities assigned to us in relation to the realisable value of the secured items were to exceed the value of outstanding receivables by a total of more than 20 %, we shall be obliged to, upon the customer's request and at our discretion, in so far release the securities to that particular extent.

VII. Warranty and general liability
1. Orders are and will be carried out within those tolerances which are applicable to the material, technology and processes used. In the case of coloured reproductions slight deviations from the original have to be accepted and shall not be objected to, irrespective of which printingrocesses were used. The same shall also apply for comparisons between proof copy and printed edition.
2. Misprints which are attributable to us will be corrected free of charge as far as this is possible and reasonably feasible. On the other hand any changes which prove to be necessary due to illegibility of the manuscript and which are thus not occasioned by us, or changes made in deviation from the master copy, in particular corrections made by the customer or the author, will be charged on the basis of the working time which was required for the same. The most recent edition of the "Duden" dictionary shall be governing when it comes to correct spelling.
3. When preliminary and intermediate copies of products are submitted to our customer for purposes of correction and when finished goods are sent to the customer, our customer shall check and verify the same for defects or errors and deviations in quantity immediately after receipt thereof.
4. Deliveries exceeding or falling short of the number of copies ordered by up to 5 % must be accepted and are no reason for objections. The actual quantity of goods delivered shall be used as the basis for the covering invoice.
5. All complaints concerning recognizable faults or defects shall be made immediately, at the latest, however, within one week after receipt of the goods. Hidden defects which are not detectable in spite of an immediate inspection can only be claimed and objected to, if notification of such defects will be given immediately, at the latest, however, within one week after detection of the defect, and will not be received by us any later than one year after the acceptance of the goods by our customer.
6. If our customer approves of preliminary and intermediate products (e.g. proofs, preprints or blueprints) as presented to it and if it therefore and in particular in the case of printing orders releases the same for production (imprimatur, i.e. good for printing), all warranty claims based on faults or defects which were detectable by our customer at the time of such release shall be barred and precluded.
If printed manuscripts are submitted to and made available for us, we shall not be obliged to send a proof sheet. If the customer does not ask for the submission of a proof sheet, our liability for misprints shall, in case of typographical errors, be limited to occurrences of wilful action and gross negligence, provided that this will not result in or constitute a breach of any contractual obligations which are of essence. Only defects which considerably reduce the value or the suitability of the product shall be deemed to be vices or faults.
7. In the event where faults or defects are established any such fault or defect shall, at our option, first be eliminated by removal of the fault or defect or by replacement of the product concerned. If such an elimination of the fault of defect or replacement of the product turns out to be impossible, or if it has failed at least twice, or if we refused to proceed to the same in spite of a reasonable time period given to us by the customer, or if we delayed either one action improperly and unduly, the customer shall be entitled to demand reduction of the price or may rescind the contract.
8. Any and all further claims, more particularly the ordering partys' or buyer's claims for damages shall be limited to 10 % of the value of the defective parts. Such limitation shall not apply, if we can be charged of wilful action or gross negligence or if we are subject to imperative liability on the grounds that the life, the limb, the body or the health of any person or persons was affected or injured, as well as in case of fraudulent intent and in the event where a guarantee has been given. This does not entail any shift of the burden of proof to the customer's disbenefit. The customer's right to rescind the contract shall not be affeced thereby. Unless any of the foregoing restrictions and limitations will apply, this shall settle all of the the customer's claims for damages and reimbursement of expenses resulting from the delivery of defective parts.
9. Claims asserted on account of redhibitory defects and defects or deficiencies in title shall be subject to the statute of limitations after 12 months, unless the law stipulates longer time periods under Section 438 paragraph 1 No. 2 of the German Civil Code, Section 479 paragraph 1 of the German Civil Code or 634 a) para. 1 No. 2 of the German Civil Code, or the life, the limb, the body or the health of any person or persons was affected or injured, or in case of wilful or grossly negligent neglect of duty and in the case of fraudulent concealment or non-disclosure of a defect on our part, and also in those cases where we have given a guarantee. The statutory stipulations concerning the suspension of the statute of limitations, suspension of the running of time and the renewed running of time periods will not be affected thereby. Claims for damages which are to be asserted under the German Product Liability Act shall not be affected thereby.
10. Rights of recourse and recourse claims which the customer may wish to assert against us under Section 478 of the German Civil Code can be asserted in so far and to that extent only as the customer will not have made any agreement with its own contracting partner, which goes beyond statutory claims for defects.
11. If the subject matter of any one order is contract processing work or further processing of printed products, we shall not be liable for any so occasioned impairment of the product to be processed or further processed, unless the damage was wilfully caused or is due to gross negligence.
12. In case of divergences of the quality or features of the materials used we shall be liable only to the extent of those claims which we ourselves have against our respective supplier or suppliers. If such a case were to occur we shall be released and discharged from our liability, if and when we cede and assign our claims, which we have against the supplier, to our customer, unless our customer will either in whole or in part have failed or fail to recover such claims although it has taken prior legal action against our supplier. In this event claims for damages shall be limited to the amount of the value of the order (our own performance without preliminary work and material) without prejudice to claims which are based on the German Product Liability Act.
13. The customer shall ensure that all printed matter transmitted by digital mode is and will be free from so-called computer viruses, computer worms and other data processing program flaws that do not comply with regulations and uses. More particularly the customer shall be obliged to use updated protective state-of-the-art programs for this purpose, such as are regularly obtainable in the market. If we discover data processing program sequences on a file received by us, which are not in line with regulations and uses as specified above, we shall make no further use of such file and will, in order to avert or limit damage (more particularly to avoid the impact of such irregular data processing program sequences on our own data processing system) delete that file, without the customer being entitled to assert any claims for damages sustained in this respect. We reserve the right to claim damages from the customer, if we were to suffer damage as a result of such program sequences which are received from the customer, which are thus infiltrated and are not in line with regulations. Any liability on our part for or in connection with the return transmission of digital printed matter to the customer shall be barred and precluded.

VIII. Storage, insurance and right of retention
1. All items to be provided by our customer shall be delivered to us free our address. Acknowledgment of receipt will be given without guarantee as to the quantities stated as delivered and without guarantee that the items delivered are in good order. In the case where relatively large numbers of items will be provided and delivered, our customer shall be obliged to reim-burse us for the costs which will have to be incurred for checking the quantities and for the storage of the items concerned.
2. Master copies, raw materials, files and other items intended for re-use, as well as semi-finished and finished goods will not be held in safe keeping beyond the delivery date, unless a prior agreement has been made in this respect and for an extra fee and at our customer's risk. Otherwise such items or material must be collected immediately. If items held in safe keeping are to be insured, our customer shall be obliged to obtain such insurance coverage at its own expense. If any damage, destruction or loss were
to occur during any such storage, we shall be liable for the same only in case of wilful action and gross negligence.
3. Any transport of items owned, possessed or held by our customer either to or from our premises shall be effected at our customer's risk. Our customer shall arrange for and ensure transport insurance at its own cost and expense.
4. Under the provisions of Section 369 of the German Commercial Code we have a right of retention with respect to all of our customer's items which are in our possession, until all due accounts receivable as a result of the business relationship will have been paid in full.

IX. Periodic services
1. Contracts covering regularly recurring services, for which no period of notice and no definite final date have been agreed upon, may be terminated subject to three months prior notice to the end of a calendar month.

X. Ownership, third party rights, copyright
1. We reserve title of ownership and all copyrights for and to those objects or items produced or acquired by us in connection or in a context with the performance and execution of our customer's orders (more particularly sofware licences, written work, licenses for use, data files of any kind, films, printing blocks, lithographs, printing plates, standing matter, sketches and drafts). These objects or items shall not be made available for or disclosed to any third party or parties without our consent.
2. Our customer shall warrant and ensure that the implementation of its order will not infringe upon any copyright and any protective or proprietary or other rights of any third party or parties. If that were nevertheless to occur, our customer shall indemnify and keep us harmless from any and all claims by any third party or parties and shall reimburse us for all expenses thus incurred by us.
3. Our customer all be allowed to use all of the items and products produced and made by us subject to its observing and respecting the provisions of the German Copyright Act and other pertinent statutory provisions and stipulations and only in so far as we are expressly and specifically granting rights of use in respect of the same to our customer.

XI. Taking-back of packaging material
1. Packaging material will be taken back by us in so far only as the law requires us to do so.
2. Packaging material will be taken back immediately following the delivery of the goods only, in case of follow-up deliveries only after prior notification and availability of the material in good time.
3. All packaging material returned must be clean, free from foreign matter of any kind, and sorted according to type and quality.
Otherwise we shall be entitled to ask our customer for reimbursement of the extra costs which are occasioned by the customer's failure to do so.
4. Return of packaging material will be possible following previous agreement and co-ordination with us and in accordance with our requirements, either by delivery thereof to our premises or to a location where it will be accepted or collected and which we will specify.
Our customer shall pay for the transport costs to be incurred. If the cost incurred for delivery of any packaging material to a point of acceptance or collection will exceed the cost of delivery of such material to our premises or plant, we agree to pay such additional costs.

XII. Final provisions
1. The place of performance and the exclusive place of venue and jurisction for any and all disputes which may be arising out of or in connection with this contractual relationship, inclusive of legal proceedings related to cheques, bills of exchange, or documentary matters and evidence, shall be the place and location of our company's head office, in so far as this will be permitted by law. meiller direct GmbH also reserves the right to bring a claim at the customer/supplier’s general place of jurisdiction.
2. The relationship between ourselves and our customer shall exclusively be subject to and governed by the laws of the Federal Republic of Germany, it being understood that the application of the United Nations Convention on Contracts concerning the International Sale of Goods shall be barred and precluded and any other conflict of laws provisions. 3. If an one of the provisions hereof were to be or become invalid, then this shall not affect the validity of the remaining other provisions hereof.

You find the delivery instructions of meiller direct GmbH here.