General Terms and Conditions

The German version of these General Terms and Conditions shall be the sole authoritative and legally binding version. The following English version is provided for convenience only and was translated with the assistance of artificial intelligence. Although the translation has been reviewed, it may contain errors, inaccuracies or ambiguities. In the event of any discrepancy or inconsistency between the German and English versions, the German version shall prevail

§ 1 Applicability of these Terms and Conditions

(1) All deliveries, services and offers of the Contractor (manufacturer = Contractor) shall be made exclusively on the basis of these General Terms and Conditions. These Terms and Conditions shall therefore also apply to all future business relationships (in particular deliveries, services or offers to the Customer) between the Contractor and the Customer, even if they are not expressly agreed again. These Terms and Conditions shall be deemed accepted no later than upon acceptance of the goods or services.

(2) The Contractor’s personnel, in particular the Service Center (hotline), are not authorized to make oral agreements with Customers in connection with the contract that deviate from the Contractor’s order forms (including online input forms) or from these General Terms and Conditions.

(3) Any terms and conditions of the Customer or of third parties, if applicable, shall not apply, even if the Contractor does not separately object to their applicability in an individual case. Even if the Contractor refers to correspondence containing or referring to terms and conditions of the Customer or of a third party, this shall not constitute consent to the applicability of such terms and conditions.

(4) All agreements made between the Contractor and the Customer for the purpose of performing this contract must be recorded in writing, including by fax or email.

§ 2 Offers and Conclusion of Contract

(1) All offers made by the Contractor are subject to change and non-binding unless expressly designated as binding or unless they contain a specific acceptance period. Declarations of acceptance and all orders shall require written confirmation, confirmation by telecommunication in text form, or confirmation by email from the Contractor in order to become legally effective.

(2) The legal relationship between the Contractor and the Customer shall be governed solely by the contract concluded in writing, by telecommunication in text form, or by email, including these General Terms and Conditions. This contract fully reflects all agreements between the contracting parties concerning the subject matter of the contract. Oral promises made by the Contractor prior to conclusion of this contract are legally non-binding, and oral agreements between the contracting parties are superseded by the written contract/order placed via the Internet using the prescribed order form, unless such agreements expressly provide that they shall continue to apply on a binding basis. Any additions or amendments to the agreements made, including these General Terms and Conditions, must be made in writing in order to be effective. With the exception of managing directors or authorized signatories (Prokuristen), the Contractor’s employees are not authorized to make oral agreements deviating from these provisions. Transmission by fax or email shall be sufficient to satisfy the written-form requirement. Other means of telecommunication shall not be sufficient.

(3) Information provided by the Contractor concerning the subject matter or presentation of the delivery or service (e.g. drawings, illustrations, dimensions, weights or other performance data) shall be approximate only, unless exact conformity is required for use for the contractually intended purpose. Such information does not constitute guaranteed characteristics but merely descriptions or designations of the delivery or service. Customary commercial deviations, deviations resulting from legal requirements or constituting technical improvements, and substitution by equivalent products shall be permissible, provided that use for the contractually intended purpose is not impaired.

(4) Drawings, illustrations, dimensions, weights or other performance data shall be binding only if expressly agreed in writing.

(5) In the case of orders involving delivery to third parties, the person placing the order shall be deemed the Customer. If delivery is made to third parties for their benefit, or if the recipient of the delivery is otherwise enriched by taking possession of and further using the deliveries, the person placing the order and the recipient of the delivery shall jointly be deemed the Customer. By placing such an order, the person placing the order implicitly confirms that the necessary consent has been obtained.

(6) In the case of orders placed for the account of third parties, irrespective of whether placed in the Customer’s own name or in the name of another party, the person placing the order and the invoice recipient shall jointly be deemed the Customer. A subsequent change to the invoice recipient at the request of the person placing the order after invoicing has already taken place shall constitute an implied assumption of joint liability for the debt by the new invoice recipient. By placing such an order, the person placing the order implicitly confirms that the invoice recipient has given the necessary consent.

(7) The Contractor reserves all rights of ownership and copyright in all offers and cost estimates issued by it, as well as in drawings, illustrations, calculations, brochures, catalogs, models and other documents and aids made available to the Customer. Without the Contractor’s express consent, the Customer may neither make such items or their contents accessible to third parties, disclose them, use or reproduce them itself or through third parties. At the Contractor’s request, the Customer shall return such items in full and destroy any copies made if they are no longer required in the ordinary course of business or if negotiations do not result in the conclusion of a contract.

§ 3 Prices, Price Changes and Cancellation

(1) Prices shall always include the statutory value-added tax (VAT) if the Customer is a consumer. Only the “gross” prices shall be relevant for consumers. Net price information is intended solely for entrepreneurs/business customers.

(2) Unless otherwise stated, the Contractor shall be bound by the prices contained in its written offers for 14 days from the date of the respective offer. Otherwise, the prices stated in the Contractor’s order acceptance confirmation shall apply, plus the applicable statutory VAT. The prices apply to the scope of services and deliveries specified in the order acceptance confirmations. Additional deliveries and services, including excess quantities, reduced quantities and special services, shall be charged separately.

(3) Prices are stated in euros for delivery ex works/business premises in Cologne, plus VAT and, in the case of export deliveries, customs duties, fees and other public charges.

(4) Changes to the order initiated subsequently, i.e. after acceptance of the order by the Contractor, shall be charged separately. Any change to the commercial order data (invoice recipient, delivery address, method of shipment, payment method and similar details) shall also be deemed a change to the order. Changes requested by the Customer shall be charged at a flat fee of EUR 11.90 including VAT (net: EUR 10.00), unless otherwise agreed in writing.

(5) Changes to supplied or transmitted data and similar preparatory work initiated by the Customer shall be charged separately.

(6) The Contractor shall be entitled, but not obliged, to carry out necessary preparatory work independently, in particular on data supplied or transmitted by the Customer, without prior consultation with the Customer, if this is in the Customer’s economic interest or contributes to meeting the completion date of the order. If the Customer’s data do not comply with the Contractor’s specifications and errors in the final product result from corresponding adjustments to the print data and CD/DVD masters, such errors shall not be attributable to the Contractor. The Customer expressly declares that such work is carried out at the Customer’s own risk. Complaints in this respect are therefore excluded. Such work shall be charged according to the time actually required. If this results in additional costs for the Customer exceeding ten percent of the order value (offer price), the Customer’s prior consent shall be obtained before charging the portion of the additional costs exceeding ten percent of the order value, with a minimum threshold of EUR 34.51 including VAT (net EUR 29.00).

(7) If the Customer cancels an order that has been placed or fails to provide the print, production or other order data required for execution of the order by the agreed deadline, the Contractor shall be entitled to charge a flat processing fee of EUR 59.50 including statutory VAT, corresponding to EUR 50.00 net, provided that the Contractor has already incurred corresponding expenditure by that time. The Customer expressly reserves the right to prove that the Contractor incurred no expenditure or substantially lower expenditure. The Contractor likewise reserves the right to prove higher expenditure or damage actually incurred. If the services already performed by the Contractor up to the time of cancellation or failure to provide the data exceed the aforementioned processing fee, billing shall be based on the services actually performed and the expenditure thereby incurred. Cancellation free of charge is possible only as long as the Contractor has not yet incurred any expenditure in connection with the order. Chargeable expenditure includes, in particular, order processing already carried out, service activities and queries, checking or inspection of data, technical preparatory measures, coordination with third parties, and other activities connected with preparing or carrying out the order. If the order has already reached an advanced processing stage, in particular the statuses “In Production”, “Error / Complaint” or “In Delivery”, the Contractor shall first determine whether cancellation is still technically, organizationally or economically possible. At this stage, the Customer shall have a right to cancellation only insofar as cancellation is still possible in view of the respective processing status and is reasonable for the Contractor. Cancellations may be requested exclusively by the Customer itself or by a person demonstrably authorized to act on the Customer’s behalf.

§ 4 Price Commitment in the Event of Delayed Provision or Approval of Production Data

(1) The prices applicable to an order placed through the online shop shall remain valid for a period of 30 calendar days from receipt of the order, provided that, within this period, the Contractor has received in full all production-ready and printable data required for production and the Customer has granted the required production and/or print approval.

(2) If the complete production data or the production and/or print approval, also payment is not provided by the Customer until after the expiry of 30 calendar days, the Contractor shall no longer be bound by the price originally stated. If, in the meantime, the material, raw material, energy, procurement or other directly production-related costs relevant to execution of the order have changed, the Contractor shall be entitled to recalculate the price on the basis of the costs applicable at the time of production approval.

(3) The Customer shall be informed of any recalculated price before production begins. Production shall commence only after the Customer has agreed to the adjusted price. If the Customer does not agree to the recalculated price, the Customer may cancel the order free of charge before production begins.

(4) An order receipt confirmation sent automatically or immediately after the order has been placed merely confirms receipt of the order and expressly does not constitute an order acceptance confirmation or acceptance of the order. Acceptance of the order shall take place by means of a separate order acceptance confirmation issued by the Contractor.

§ 5 Order Execution / Approval by the Customer

(1) Unless otherwise agreed in writing, by fax or by email, the Contractor shall execute all orders on the basis of the data supplied or transmitted by the Customer. The data must be supplied in the file formats specified by the Contractor. The contents of the data sheets/specification sheets must be observed without exception. The Contractor cannot guarantee error-free performance for deviating file formats unless the respective format has been approved by the Contractor in writing. The Customer shall bear full responsibility for the completeness and accuracy of such data, including in the event of data transmission errors or data carrier errors for which the Contractor is not responsible.

(2) Supplies of any kind provided by the Customer or by a third party engaged by the Customer, including data carriers and transmitted data, shall not be subject to any inspection obligation on the part of the Contractor. This shall not apply to data that are obviously unusable or unreadable or where an inspection has been expressly agreed. When transmitting data, the Customer shall use up-to-date protection software against computer viruses before each transmission. Data backup shall be the sole responsibility of the Customer. The Contractor shall be entitled to make copies.

(3) The Contractor provides the Customer with a free Premium Data Check. The term “Premium” means solely that, before production begins, the Customer receives a proof email containing visual proofs, in particular PDF previews of the submitted print data, which may show, among other things, folding lines, cutting lines and positioning, and which must be checked and approved by the Customer before production approval is granted. The Premium Data Check does not include any substantive, design-related or legal review of the data submitted by the Customer, in particular texts, design, layout, images, audio content, copyrights, trademark rights or other third-party rights. The Contractor checks the submitted data exclusively with regard to their format and their basic technical usability for the intended production. The PDF visual proof is not color-binding and does not constitute a binding reference for colors, printing results or material effects. Any information provided by the Contractor concerning recognizable errors or irregularities is provided voluntarily and as a gesture of goodwill only and shall neither give rise to a claim by the Customer for a comprehensive review nor to liability on the part of the Contractor. Liability for errors, defects or deviations that are not detected during the Data Check by the Contractor or by software used for this purpose is excluded to the extent permitted by law. No visual or audio review of the submitted content shall be carried out. The Customer remains solely responsible for carefully checking the data submitted by it before approval and for ensuring that the data are error-free, complete, legally permissible and suitable for the intended purpose and comply with the applicable specifications, technical requirements or generally recognized standards, in particular the Red Book standard for CDs or the DVD Forum standard.

(4) In the case of digital distribution, our service is limited to preparing, processing and transmitting the information, audio recordings, metadata and other content supplied by the Customer to the respective music platforms, including, but not limited to, Apple Music, Spotify and comparable services. We have no influence over whether, when, in what form and for how long the transmitted content is accepted, reviewed, activated, published or kept available by the respective platforms. Such decisions are made exclusively by the respective platform operators. If one or more platforms refuse to accept, publish or continue to make the content available, in particular due to cover songs, unresolved rights, copyrighted content, unlawful content, incorrect information or violations of the guidelines of the respective platform, this shall not give rise to any claim against us for publication. In such cases, reimbursement of the first annual fee is excluded, provided that the refusal is not attributable to us, since our service has already been rendered by preparing, processing and transmitting the supplied content. The Customer is responsible for ensuring that all supplied content is legally permissible and that the Customer holds all rights required for publication.

§ 6 Delivery and Performance Times; Delivery Area

(1) Delivery dates or delivery periods, whether agreed as binding or non-binding, must be agreed in writing.

(2) The Contractor shall not be liable for impossibility of delivery or delays in delivery insofar as these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, governmental measures, or failure by suppliers to make deliveries, or suppliers making incorrect or late deliveries) for which the Contractor is not responsible. If such events make delivery or performance substantially more difficult or impossible for the Contractor and the impediment is not merely temporary, the Contractor shall be entitled to withdraw from the contract. In the event of temporary impediments, delivery or performance periods shall be extended, or delivery or performance dates postponed, by the duration of the impediment plus a reasonable restart period. If, as a result of the delay, acceptance of the delivery or service cannot reasonably be expected of the Customer, the Customer may withdraw from the contract by immediately notifying the Contractor in writing.

(3) If the impediment lasts for more than one month, the Customer shall be entitled, after setting a reasonable additional period for performance, to withdraw from the contract with respect to the portion not yet performed. If the delivery time is extended or the Contractor is released from its obligation, the Customer may not derive any claims for damages therefrom. The Contractor may rely on the circumstances referred to above only if it informs the Customer without undue delay.

(4) If the Contractor is responsible for failing to meet bindingly agreed periods or dates, or if the Contractor is in default, the Customer shall be entitled to compensation for delay amounting to ½% for each completed week of delay, but not exceeding a total of 5% of the invoice value of the deliveries and services affected by the delay. Any further claims shall be excluded unless the delay is based at least on gross negligence or intent on the part of the Contractor.

(5) The Contractor shall be entitled to make partial deliveries only if the partial delivery can be used by the Customer for the contractually intended purpose, delivery of the remaining ordered goods is ensured, and the Customer does not thereby incur substantial additional expenditure or additional costs, unless the Contractor agrees to bear such costs.

(6) Compliance with the Contractor’s delivery and performance obligations presupposes the timely and proper fulfillment of the Customer’s obligations. Fixed dates for performance shall be valid only if confirmed by the Contractor as a fixed date or binding date. If a fixed date is exceeded, the Customer shall be entitled to withdraw from the contract immediately and free of charge. Up to the time the written notice of withdrawal is received, the Contractor may charge for deliveries and services already provided and accepted by the Customer, unless such charging would place the Customer at an unreasonable economic disadvantage.

(7) If the Contractor is in default with a delivery or service, or if delivery or performance becomes impossible for the Contractor for any reason whatsoever, the Contractor’s liability for damages shall be limited in accordance with § 17 of these General Terms and Conditions.

(8) As a rule, deliveries shall be made only within Germany. Deliveries to other countries are available only upon request.

 § 7 Recurring Work

The Contractor shall notify the Customer of this immediately by email. Contracts for regularly recurring work may be terminated by giving at least three months’ notice to the end of a calendar month.

§ 8 Transfer of Risk – Shipping

(1) The risk shall pass to the Customer no later than upon handover of the item to be delivered (the commencement of loading being decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if the Contractor has undertaken additional services. If shipment or handover is delayed at the Customer’s request or as a result of a circumstance whose cause lies with the Customer, the risk shall pass to the Customer upon notification that the goods are ready for shipment.

(2) Storage costs incurred after the transfer of risk shall be borne by the Customer. If storage is provided by the Contractor, storage costs shall amount to one percent of the invoice amount of the goods to be stored for each completed week. The right to claim and prove higher or lower storage costs is reserved.

(3) The place of performance for all obligations arising from the contractual relationship shall be the Contractor’s registered place of business in Cologne, unless otherwise stipulated.

(4) Delivery shall be made to the delivery address specified by the Customer. Any deviating agreement requires the Contractor’s written consent.

(5) Shipping shall be at the Customer’s expense.

(6) Any shipment showing external damage may be accepted by the Customer only if the damage is documented by the forwarding agent/carrier. If this is not done, all claims for damages against the Contractor arising from such damage shall lapse.

§ 9 Customer’s Rights in the Event of Defects / Warranty

(1) The warranty period shall be one year from delivery or, insofar as acceptance is required, from acceptance.

(2) The delivered items must be carefully inspected without undue delay after delivery to the Customer or to a third party designated by the Customer. They shall be deemed approved unless the Contractor receives written notice of defects, including by fax or email, with respect to obvious defects or other defects that would have been identifiable upon an immediate and careful inspection, within seven working days after delivery of the item, or otherwise within seven working days after discovery of the defect or after the time at which the defect became apparent to the Customer during normal use of the item without closer examination. At the Contractor’s request, the item complained of shall be returned to the Contractor carriage paid. Goods returned carriage forward will not be accepted. In the event of a justified notice of defect, the Contractor shall reimburse the cost of the least expensive shipping method; this shall not apply insofar as the costs increase because the item is located at a place other than the place of its intended use. The duty to inspect also applies to preliminary and intermediate products sent for correction. The risk of any errors shall pass to the Customer upon print approval, master approval or production approval, unless the errors arose only during the production process following approval or could only have been detected during that process and were caused by the Contractor through gross negligence or intent. The same shall apply to all other declarations of approval by the Customer.

(3) In all manufacturing processes, minor deviations from the original shall not constitute grounds for complaint. This shall apply in particular to:
- minor color deviations between two or more orders;
- minor color deviations compared with a previous order;
- minor color deviations between individual items within one order;
- minor cutting and folding tolerances (= deviations from the open or folded final format), in particular for booklets, inlay cards, packs and books;
- minor color deviations between the inner section and cover of booklets;
- minor misalignment (up to 1 mm) of partial UV coating in relation to the printed image.

For technical reasons, the same shall apply to comparisons between other source materials (such as proofs and printouts, even if produced by the Contractor) and the final product.

(4) For production-related reasons, the grain direction of the paper cannot always be taken into account during imposition/placement. Slight cracking caused by folding and deviations in the strength or stiffness of the product resulting therefrom must be accepted and shall not constitute grounds for complaint.

(5) The Contractor shall be liable for deviations in the characteristics of the material used only up to the value of the order. Liability shall be excluded if the material is supplied by the Customer.

(6) If the Customer has failed, even after being requested to do so, to provide a printout of the print data and has also failed to approve a proof or sample print prepared by the Contractor, the Contractor shall be released from all liability. Complaints in this connection shall not be recognized.

(7) Defects affecting only part of the delivered goods shall not entitle the Customer to complain about the entire delivery unless the partial delivery is of no interest to the Customer.

(8) Over-deliveries or under-deliveries of up to 10% of the quantity ordered must be accepted. This also includes spoilage, start-up sheets, setup copies from finishing machines, and production-related waste from the top and bottom sheets that is not sorted out. As a rule, for standard products we refrain, as a gesture of goodwill, from charging additionally for over-deliveries; however, we reserve the right at any time to issue an additional charge for an over-delivery. For special products or products containing vinyl, we always charge for over-deliveries or under-deliveries of up to 10% for quantities of 500 units and up to 5% for quantities of 501 units or more.

(9) In the event of material defects in the delivered item(s), the Contractor shall initially be obliged and entitled, at its option to be exercised within a reasonable period, either to remedy the defect or to make a replacement delivery. If this fails, i.e. if remedy or replacement is impossible, unreasonable, refused or unreasonably delayed, the Customer may withdraw from the contract or reasonably reduce the purchase price.

(10) If a defect is attributable to the fault of the Contractor, the Customer may claim damages subject to the conditions set out in § 17.

(11) In the case of defects in products/parts manufactured by third parties that the Contractor is unable to remedy for licensing or factual reasons, the Contractor shall, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the Customer or assign such claims to the Customer. Warranty claims against the Contractor in respect of such defects shall exist, subject to the other requirements and in accordance with these General Terms and Conditions, only if judicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or would be futile, for example due to insolvency. For the duration of the legal proceedings, the limitation period for the Customer’s corresponding warranty claims against the Contractor shall be suspended.

(12) Warranty/liability shall be excluded if the Customer modifies the item delivered, or has it modified by third parties, without the Contractor’s consent and this makes remedying the defect impossible or unreasonably difficult. In any event, the Customer shall bear the additional costs of remedying defects resulting from such modification.

(13) Any delivery of used items agreed with the Customer in an individual case shall be made with all warranty rights excluded.

(14) All originals/templates provided to the Contractor shall be handled with care. In the event of damage or loss, the Contractor shall be liable only up to the material value. Any further claims of any kind are excluded.

(15) The aforementioned limitations of liability shall not apply in cases of gross negligence or intentional conduct (see § 17).

(16) The Contractor shall not be liable for normal wear and tear.

(17) Claims for defects against the Contractor shall be available only to the direct Customer and may not be assigned.

§ 10 Retention of Title

(1) The retention of title agreed below serves to secure all current and future claims existing from time to time of the Contractor against the Customer arising from the supply relationship existing between the contracting parties concerning printed products and services relating to printed products, in particular layout services and distribution services (including balance claims arising from a current-account relationship limited to this supply relationship).

(2) The goods delivered by the Contractor to the Customer shall remain the property of the Contractor until all secured claims have been paid in full. The goods, as well as any goods replacing them pursuant to this clause and covered by the retention of title, are hereinafter referred to as “Reserved Goods”.

(3) The Customer shall hold the Reserved Goods in custody for the Contractor free of charge.

(4) Until the occurrence of an enforcement event (paragraph 9), the Customer shall be entitled to process and sell the Reserved Goods in the ordinary course of business. Pledges and transfers by way of security are not permitted.

(5) If the Reserved Goods are processed by the Customer, it is agreed that such processing shall be carried out in the name and for the account of the Contractor as manufacturer and that the Contractor shall directly acquire ownership or, if the processing involves materials belonging to several owners or if the value of the processed item exceeds the value of the Reserved Goods, co-ownership (fractional ownership) of the newly created item in the ratio of the value of the Reserved Goods to the value of the newly created item. In the event that the Contractor does not acquire such ownership, the Customer hereby assigns to the Contractor, by way of security, its future ownership or, in the aforementioned ratio, co-ownership of the newly created item. If the Reserved Goods are combined with other items to form a single item or are inseparably mixed and one of the other items is to be regarded as the principal item, the Contractor, insofar as the principal item belongs to it, shall transfer to the Customer pro rata co-ownership of the combined item in the ratio specified in sentence 1.

(6) In the event of resale of the Reserved Goods, the Customer hereby assigns to the Contractor by way of security the resulting claim against the purchaser – in the case of the Contractor’s co-ownership of the Reserved Goods, pro rata in accordance with the co-ownership share. The same shall apply to other claims that replace the Reserved Goods or otherwise arise in relation to the Reserved Goods, such as insurance claims or tort claims in the event of loss or destruction. The Contractor revocably authorizes the Customer to collect in its own name, for the Contractor’s account, the claims assigned to the Contractor. The Contractor may revoke this collection authorization only upon the occurrence of an enforcement event.

(7) If third parties take action against the Reserved Goods, in particular by attachment, the Customer shall immediately inform them of the Contractor’s ownership and notify the Contractor thereof in order to enable the Contractor to enforce its ownership rights. If the third party is unable to reimburse the Contractor for the court or out-of-court costs incurred in this connection, the Customer shall be liable to the Contractor for such costs.

(8) At the Customer’s request, the Contractor shall, at its option, release the Reserved Goods and the items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%.

(9) If the Contractor withdraws from the contract due to conduct by the Customer in breach of contract – in particular default in payment – (enforcement event), the Contractor shall be entitled to demand return of the Reserved Goods.

§ 11 Payment

(1) Payment shall be made by advance payment (standard bank transfer), instant bank transfer, PayPal, giropay, direct debit (if the Customer’s PayPal account has been appropriately verified), or credit card (the Contractor accepts VISA and MasterCard only). If acceptance is unjustifiably refused, the Contractor shall charge a lump-sum amount of EUR 40.00 (net) as damages. No VAT shall be charged on this claim for damages (§ 249 II sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch – BGB)). The Customer shall, however, be entitled to prove that a lower loss was incurred, in which case the lower amount shall apply. The Contractor shall likewise be entitled to prove that a higher loss was incurred, in which case the higher amount shall apply. Irrespective of this, the goods/the amount owed under the contract shall be invoiced.

(2) Invoices shall be payable immediately upon receipt without deduction, unless different payment terms have been agreed in writing.

(3) Sales personnel and technical personnel are not authorized to collect cash payments. Otherwise, payments with debt-discharging effect may be made only directly to the Contractor or to a bank or postal checking account specified by the Contractor.

(4) The Contractor expressly reserves the right to reject checks or bills of exchange. Acceptance shall always be on account of payment only. Discount and bill-of-exchange charges shall be borne by the Customer and shall be due immediately.

(5) Notwithstanding any provisions of the Customer to the contrary, the Contractor shall be entitled to apply payments first to the Customer’s older debts and shall inform the Customer of the manner in which the payment has been applied. If costs and interest have already accrued, the Contractor shall be entitled to apply the payment first to costs, then to interest and lastly to the principal claim.

(6) Payment shall not be deemed made until the Contractor can dispose of the amount. In the case of checks, payment shall not be deemed made until the check has been honored and can no longer be returned.

(7) For all orders, the Contractor may require a reasonable advance payment or security by means of a guarantee or credit card.

(8) If fulfillment of the payment claim is jeopardized due to a material deterioration in the Customer’s financial circumstances or creditworthiness becoming known after conclusion of the contract, the Contractor shall be entitled to demand advance payments, withhold the goods and discontinue further work. The Contractor shall also have these rights if the Customer is in default with payment for deliveries based on the same contractual relationship.

(9) The Customer shall be entitled to set-off, exercise a right of retention or reduce payment, including where notices of defects or counterclaims are asserted, only if the counterclaims have been finally adjudicated or are undisputed. However, the Customer shall also be entitled to exercise a right of retention on the basis of counterclaims arising from the same contractual relationship.

§ 12 Statements, Approvals and Changes

(1) Invoices issued by the Contractor are subject to correction in the event of errors. The Contractor may issue a new, corrected invoice no later than six weeks after the invoice has been received by the Customer. Six weeks after receipt of the invoice by the Customer, the invoice shall be deemed approved by the Customer unless, within this period, the Customer submits a written objection to the Contractor specifying the invoice item being disputed. After expiry of the six-week period, changes to the invoice shall be excluded. This also applies to requested changes to the invoice recipient or billing address. The six-week period shall not affect the obligation to make payment or the obligation to give notice of defects within any shorter period specified in these General Terms and Conditions.

(2) Revenue from digital distribution shall be accounted for, depending on the option selected or agreement made, either monthly or annually, but only once the Customer has accumulated a payable balance of at least EUR 25.00 net. If the Customer does not renew digital distribution or terminates it, and a residual balance of less than EUR 10.00 net remains after the contractual relationship has ended, this amount shall not be paid out if the administrative, accounting and transaction costs associated with settlement and payment exceed the amount to be paid out. In such case, the residual balance shall remain with the Contractor. Accounting, transaction, bank and currency conversion costs may arise in connection with each statement and payment. Such costs shall be borne by the Customer and offset against the respective balance. This applies in particular to costs charged by payment service providers, banks or other third parties, for example in connection with payments by bank transfer, PayPal or comparable payment methods. Since many music platforms, in particular platforms based in the United States, account for and pay out revenue exclusively in US dollars (USD), conversion into the customary local payout currency, in particular euros (EUR), may be necessary. Any bank charges, exchange-rate charges and currency conversion fees incurred in this connection shall be charged to the Customer in the amount actually incurred and offset against the Customer’s balance. In addition to the aforementioned costs, a processing fee of at least EUR 5.00 net may be charged for each statement, provided that this is disclosed before the respective payment is made. The Customer acknowledges that statements from music platforms may be issued with a time delay. Transmission of revenue data and payments by the respective platforms may take several months. A statement may not be possible until 12 months after the respective accounting period. The Contractor has no influence over the timing, scope or accuracy of the statements issued by the respective platforms. Payments shall be made exclusively on the basis of amounts actually reported and credited to the Contractor by the respective platforms.

§ 13 Patents / Copyrights / Trademarks

(1) The Contractor shall indemnify the Customer and the Customer’s purchasers against claims arising from infringements of copyrights, trademarks, patents and similar rights, unless the design of an item to be delivered and/or the supplied data originate from the Customer.

(2) The Contractor’s indemnification obligation (as referred to in § 12 (1)) shall be limited in amount to the foreseeable loss. A further condition of indemnification is that the Contractor is given control of the legal proceedings and that the alleged infringement is attributable exclusively to the Contractor’s item to be delivered, without combination with or use together with other products.

(3) The Contractor shall, at its option, be entitled to discharge the obligations assumed under this section by either:

(a) obtaining the necessary licenses in respect of the allegedly infringed rights (copyrights, trademarks, patents, etc.); or

(b) providing the Customer with a modified item to be delivered, or parts thereof, which, if substituted for the infringing item or part thereof, eliminates the allegation of infringement relating to the item to be delivered.

§ 14 Industrial Property Rights and Copyrights

The Customer shall be solely liable if execution of the Customer’s order infringes third-party rights, in particular copyrights, trademarks, patents or similar rights. The Customer represents that it holds the rights of duplication and reproduction in respect of the materials submitted. The Customer shall indemnify the Contractor against all claims asserted by third parties on account of any such infringement.

§ 15 Commercial Practice and Copyright

(1) In commercial transactions, the customary practices of the printing/reproduction industry shall apply (e.g. no obligation to surrender intermediate products such as data, lithographs, glass masters or printing plates created for manufacture of the final product owed), unless a deviating order has been placed.

(2) The Contractor reserves all rights (copyright) in services performed by the Contractor on behalf of the Customer, in particular graphic designs, figurative and word marks, layouts, etc. By paying the fee for such work, the Customer pays only for the work performed itself and does not acquire intellectual property rights, in particular the right to further reproduce the work. Copyright may be transferred to the Customer or a third party for consideration if agreed in writing. In such case, the rights shall not pass to the Customer or third party until the agreed remuneration has been paid.

(3) In the event of overproduction or where the Contractor has an own interest in doing so, the Contractor reserves the right to retain a small quantity of the produced printed products/reproductions in order to use them as references or samples. In some cases, these productions may also be used as references on the website, on social media channels, in newsletters or for other marketing purposes. In doing so, the Contractor shall ensure that it publishes only details that are already publicly known; for example, it shall not use a release date or other information if such information is not yet known. Copyright-protected recordings shall, of course, not be published at any time. Instead, the Contractor shall create and use its own photograph/video of the product. Copyright in such photograph/video shall belong to the Contractor. The Customer may use these photographs/videos without restriction for its own marketing purposes unless and until informed otherwise by the Contractor. If the Customer does not wish the product to be referenced or advertised under any circumstances, the Customer is requested to notify the Contractor in advance.

 § 16 Confidentiality

Unless expressly agreed otherwise in writing, information submitted to the Contractor in connection with orders shall not be deemed confidential.

§ 17 Data and Order Documentation

(1) Data received from the Customer in connection with the business transaction shall be stored exclusively for internal processing by the Contractor.

(2) All items provided or sent by the Customer, in particular originals/templates, data and data carriers, shall be archived beyond the time the final product is handed over only by written agreement and against separate remuneration. If such items are to be insured, the Customer shall arrange this itself unless otherwise agreed. Liability of the Contractor for damage or loss for any reason whatsoever is excluded. This shall not apply in cases of gross negligence or intentional conduct (see § 17).

(3) Recovery of archived data, i.e. searching for the data in the archive, decompressing them and preparing them for further processing, shall be charged at EUR 35.70 including VAT (net: EUR 30.00) for each archived order.

(4) Data on CD/DVD and other order documentation cannot be returned.

(5) Notice: The Customer acknowledges that the Contractor stores data arising from the contractual relationship pursuant to § 28 of the German Federal Data Protection Act (Bundesdatenschutzgesetz) for data-processing purposes and reserves the right to transmit such data to third parties (e.g. parcel delivery services, insurers) insofar as this is necessary for performance of the contract.

§ 18 Liability for Damages Based on Fault

(1) The Contractor’s liability for damages, irrespective of the legal basis, in particular arising from impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tort, shall, insofar as fault is relevant in each case, be limited in accordance with this § 17.

(2) The Contractor shall not be liable:

(a) in the event of ordinary negligence on the part of its corporate bodies, legal representatives, employees or other vicarious agents;

(b) in the event of gross negligence on the part of its non-managerial employees or other vicarious agents, unless essential contractual obligations are breached. Essential contractual obligations include the obligation to provide timely, defect-free delivery and installation, as well as advisory, protective and custodial duties intended to enable the Customer to use the item to be delivered in accordance with the contract or to protect the life or limb of the Customer’s personnel or third parties, or the Customer’s property, from substantial damage.

(3) Insofar as the Contractor is liable in principle for damages pursuant to § 17 (2), such liability shall be limited to losses that the Contractor foresaw at the time the contract was concluded as a possible consequence of a breach of contract, or that it should have foreseen, applying customary due care, in light of the circumstances known to it or that it ought to have known. Indirect losses and consequential losses resulting from defects in the item delivered shall furthermore be recoverable only insofar as such losses are typically to be expected when the item delivered is used for its intended purpose.

(4) In the event of liability for ordinary negligence, the Contractor’s obligation to compensate for property damage or personal injury shall be limited to no more than twice the amount for all insured events occurring in one insurance year (max. EUR 10,000,000), and in the case of personal injury to no more than EUR 5,000,000 per injured person, even if essential contractual obligations are breached.

(5) The foregoing exclusions and limitations of liability shall apply to the same extent for the benefit of the Contractor’s corporate bodies, legal representatives, employees and other vicarious agents.

(6) Insofar as the Contractor provides technical information or advice and such information or advice does not form part of the contractually agreed scope of services owed by the Contractor, it shall be provided free of charge and with all liability excluded.

(7) The limitations of this § 17 shall not apply to the Contractor’s liability for intentional conduct, guaranteed characteristics, injury to life, body or health, or liability under the German Product Liability Act (Produkthaftungsgesetz).

§ 19 Final Provisions – Applicable Law, Place of Jurisdiction, Partial Invalidity

(1) For all disputes arising from the business relationship between the Contractor and the Customer, insofar as the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall, at the Contractor’s option, be Cologne or the Customer’s registered place of business. For actions brought against the Contractor, Cologne shall be the exclusive place of jurisdiction. Mandatory statutory provisions concerning exclusive places of jurisdiction shall remain unaffected.

(2) The relationship between the Contractor and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

(3) Insofar as the contract or these General Terms and Conditions contain gaps, such gaps shall be filled by legally effective provisions that the contracting parties would have agreed in light of the economic objectives of the contract and the purpose of these General Terms and Conditions had they been aware of the gap.

(4) If any provision of these General Terms and Conditions or any provision contained in other agreements is or becomes invalid, this shall not affect the validity of any other provisions or agreements.

(5) The aforementioned provisions of § 18 (1) shall also apply if the Customer is an entrepreneur/business customer but not a merchant, a legal entity under public law or a special fund under public law.