1. General - Area of application

1.1. These terms and conditions apply to all present and future business relations between S&K Solutions GmbH & Co KG and the contractual partner regarding the delivery of products (goods) and the provision of work services (services).
1.2. The contractual partner within the meaning of these terms and conditions of business is any natural or legal person or partnership with legal capacity who, at the time of conclusion of this contract, is acting in a commercial or self-employed professional capacity.
1.3. Deviating, conflicting or supplementary General Terms and Conditions of Business of the contractual partner, even if known, shall not become part of the contract, unless their validity is expressly agreed in writing.

2. Contract conclusion and written form

2.1. The subject matter of the contract is exclusively the sold goods with the properties and characteristics as well as the intended use according to a special written agreement or the description enclosed with the goods. Other or further properties and/or a purpose of use beyond this are only deemed to be agreed if they are expressly confirmed in writing by S&K Solutions GmbH & Co KG.
2.2. The offers of S&K Solutions GmbH & Co KG are subject to confirmation. Technical changes as well as changes in form, color and/or weight are reserved within the scope of reasonableness. Drawings, illustrations, dimensions, weights and other performance data are only binding if this has been expressly agreed in writing.
2.3. By placing an order, the contractual partner makes a binding declaration that it wishes to purchase the ordered goods or order the ordered service. S&K Solutions GmbH & Co KG is entitled to accept the contractual offer contained in the order within four weeks after receipt by S&K Solutions GmbH & Co KG.
2.4. Confirmation and declaration of acceptance by S&K Solutions GmbH & Co KG will be in writing or by telex (fax, email). The service to be rendered will be described in detail in the letter of confirmation. The declaration of acceptance on the part of S&K Solutions GmbH & Co KG can also be made by delivery of the goods or provision of the service to the contractual partner.
2.5. The conclusion of the contract is subject to correct and timely delivery by the suppliers of S&K Solutions GmbH & Co KG. This only applies in the event that S&K Solutions GmbH & Co KG is not responsible for the non-delivery, especially in the case of a congruent hedging transaction with the supplier of S&K Solutions GmbH & Co KG. The contractual partner will be informed immediately about the non-availability of the goods or the service. The consideration will be refunded immediately.

3. Prices, other costs

3.1 The prices are quoted in EURO and are understood to be within the Federal Republic of Germany plus the statutory value added tax.
3.2. S&K Solutions GmbH & Co KG is bound to the offered purchase price for 30 days, unless otherwise specified. The confirmation or the date of the confirmation is decisive in this respect.
3.3. The prices are ex works and, unless expressly stated otherwise, without packaging, freight, postage, insurance and installation costs.

4. Terms of payment

4.1. In the case of information that is not meaningful, insufficient or negative (assessment by S&K Solutions GmbH & Co KG): Payment in advance. Otherwise and unless otherwise agreed, 10 days net without deductions from the date of invoice. For orders from abroad and/or delivery abroad: Prepayment.
4.2.  S&K Solutions GmbH & Co KG may revoke agreed payment terms with deferment of payment if it becomes aware of circumstances which could endanger the enforcement of the claims. In all other respects, the statutory provisions shall apply. S&K Solutions GmbH & Co KG reserves the right to refuse certain types of payment.
4.3.  S&K Solutions GmbH & Co KG reserves the right to invoice the agreed service by letter post or electronically by e-mail.
4.4. The contractual partner has the right to offset only if his counterclaims have been legally established or acknowledged by us. The contractual partner may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

5. Cancellation and follow-up costs

5.1. Cancellation by the contractual partner is necessarily associated with consequential costs. The cancellation of an order must be in writing (e.g. letter, fax, e-mail). If an order is cancelled, the buyer will be charged for the costs incurred up to the time of cancellation.
5.2. Cancellation of a customer-specific production (e.g. individual label holder, cover or label) is a matter of costs incurred for production preparation, production planning and production release. After written production approval by the contractual partner, the invoiced amount must be paid in full in the event of a planned cancellation, as production can then no longer be stopped.
5.3. In the event of cancellation of a purchase of merchandise, the pro-rata loss of profit and the costs of reversal to the supplier/manufacturer shall be borne; if the goods are so special that reversal to the manufacturer is not possible, 100% of the invoice amount shall be borne by the buyer. The contractual partner will receive an invoice from S&K Solutions GmbH & Co KG for the cancellation costs, which must be settled within 10 days of receipt.

6. Delivery and service

6.1. An agreement of delivery dates and delivery periods or service dates and periods only comes into effect with the express written or telex confirmation of the date by S&K Solutions GmbH & Co KG. Such an agreement does not constitute a fixed date transaction.
6.2. If the contractual partner chooses the right to withdraw from the contract due to the delay of S&K Solutions GmbH & Co KG, he is not entitled to any additional compensation. In all other respects the legal regulations apply.
6.3. S&K Solutions GmbH & Co KG is entitled to make partial deliveries, as far as this is reasonable for the contractual partner

7. Transfer of risk

7.1. The risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner upon handover, in case of sale to destination, upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. The handing over of the goods is the same if the contractual partner is in default of acceptance.
7.2. The contractual partner shall bear the costs and risk for parts sent in, whether for processing or as samples. Insurance of these items is the responsibility of the contractual partner and must be procured by him at his own expense.

8. Retention of title

8.1.  S&K Solutions GmbH & Co KG reserves the right of ownership of the goods until all claims arising from the current business relationship with the contractual partner have been settled in full.
8.2. The contractual partner is obliged to handle the goods with care. If maintenance and inspection work is required, the contractual partner must carry out such work regularly at his own expense.
8.3. The contractual partner is obliged to inform S&K Solutions GmbH & Co KG immediately of any access to the goods by third parties, e.g. in the case of a seizure, as well as any damage to or destruction of the goods. The contractual partner must immediately notify S&K Solutions GmbH & Co KG of any change in ownership of the goods and any change in its own registered office.
8.4. In the event that the contractual partner is in breach of contract, in particular in the event of delayed payment or breach of an obligation according to clauses 2 and 3 of this provision, S&K Solutions GmbH & Co KG is entitled to withdraw from the contract and demand the return of the goods.
8.5. The contractual partner is entitled to resell the goods in the ordinary course of business as long as he is not in default of payment. Pledges and transfers of ownership by way of security are not permitted. The contractual partner hereby assigns to S&K Solutions GmbH & Co KG all claims in the amount of the invoice amount which accrue to him against a third party as a result of the resale. S&K Solutions GmbH & Co KG accepts the assignment. After the assignment the contractual partner is authorized to collect the claim. S&K Solutions GmbH & Co KG reserves the right to collect the claim itself as soon as the contractual partner does not properly meet its payment obligations and is in default of payment.
8.6. The treatment and processing of the goods by the contractual partner is always carried out in the name and on behalf of S&K Solutions GmbH & Co KG as supplier or manufacturer. If the goods are processed with objects which are not the property of S&K Solutions GmbH & Co KG, S&K Solutions GmbH & Co KG acquires co-ownership of the new object in the ratio of the value of the goods delivered by S&K Solutions GmbH & Co KG to the other processed objects. The same applies in case of mixing. The contractual partner shall store the (co-)ownership of S&K Solutions GmbH & Co KG free of charge

9. Warranty for goods

9.1. The warranty period for new goods towards the contractual partner is one year from delivery of the goods. This does not apply if the contractual partner has not notified S&K Solutions GmbH & Co KG of the defect in due time. (Section 9.3) The warranty is excluded for used goods. For guarantees and support voluntarily granted by S&K Solutions GmbH & Co KG, the relevant service catalogs, which can be found on the Internet at www.S&K Solutions GmbH & Co KG.com, in the brochures and offers of S&K Solutions GmbH & Co KG, if they have been agreed, apply. The claim to warranty, guarantee and support expires, if not exclusively original consumable material from S&K Solutions GmbH & Co KG is used. The warranty and guarantee also expires in case of damages caused after the transfer of risk.
9.2. For defects of the goods, S&K Solutions GmbH & Co KG will initially provide warranty by repair or replacement at your choice.
9.3. If the supplementary performance fails, the contractual partner can in principle demand a reduction of the remuneration (abatement) or cancellation of the contract (withdrawal) at his own choice. The supplementary performance is especially not considered to have failed as long as the contractual partner has not set S&K Solutions GmbH & Co KG a reasonable deadline for supplementary performance. In case of a minor breach of contract, especially in case of minor defects, the contractual partner is not entitled to withdraw from the contract. S&K Solutions GmbH & Co KG reserves the right to have any defects reported checked by qualified employees on site at the customer's premises.
9.4. The contracting party must report obvious defects (including complaints regarding wrong or incomplete deliveries) in writing within a period of two weeks after receipt of the goods; in addition, the contracting party is obliged to report in writing any non-obvious defects to S&K Solutions GmbH & Co KG within two weeks after discovery. Otherwise the assertion of warranty claims is excluded in both cases. The timely dispatch of the notice of defects is sufficient to meet the deadline. The contractual partner bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of detection of the defect and for the timeliness of the notice of defects. Within the scope of the notification of defects, the defect and its manifestation shall be described in such detail that an examination of the defect is feasible and the exclusion of an operating error is possible.
9.5. If the contractual partner chooses to withdraw from the contract due to a legal or material defect after a failed supplementary performance, he is not entitled to any additional claims for damages due to the defect. If the contractual partner chooses to claim damages after a failed supplementary performance due to a defect for which S&K Solutions GmbH & Co KG is responsible and the goods remain with the contractual partner, the damages are limited to the difference between the purchase price and the value of the defective goods, unless S&K Solutions GmbH & Co KG can be accused of fraudulent intent.
9.6. As a rule, only the product description of S&K Solutions GmbH & Co KG is deemed to be agreed as the quality of the goods. Public statements, recommendations or advertising by the manufacturer or third parties do not constitute a contractual description of the nature of the goods. In the case of minor deviations of the goods, the contractual partner is in particular not entitled to a right to reduce the price.
9.7. In the case of customer-specific productions (e.g. label holders or panels), short deliveries of up to 10% of the ordered circulation shall not be deemed a significant breach of duty within the meaning of § 323 para. 5 p. BGB. S&K Solutions GmbH & Co KG is liable for light-fastness, variability and deviation of colors in printed products as well as the quality of the lamination according to the state of the art. Minor deviations in the printing color compared to the colour sample or the template ready for printing do not entitle to a complaint about the delivery. The same applies to the comparison between press proofs and production runs and the comparison between two productions.
9.8. S&K Solutions GmbH & Co KG is not obliged to check deliveries (including data carriers) by the contractual partner or by third parties engaged by him.
9.9. In the case of supplementary performance, the contractual partner must return the goods to S&K Solutions GmbH & Co KG in the original packaging; the transport costs are borne by the contractual partner. The risk of deterioration and loss of the goods on return transport as a result of improper packaging is borne in full by the contractual partner. The return transport to the contractual partner shall be at the expense of the supplier during the warranty period and at the expense of the contractual partner after the warranty period.
9.10. Proofs must be checked by the contractual partner for typesetting and other errors and returned or returned declared ready for printing. S&K Solutions GmbH & Co KG is not liable for errors overlooked by the contractual partner. Typographical errors will be corrected free of charge. Changes required in deviation from the print template, in particular corrections by the customer and author, will be charged according to the working time spent on them.
9.11. If the contractual partner receives faulty assembly instructions, S&K Solutions GmbH & Co KG is only obliged to deliver assembly instructions free of defects and this only if the defect in the assembly instructions prevents proper assembly.
9.12. If the contractual partner has asserted a claim against S&K Solutions GmbH & Co KG for warranty and it turns out that either there is no defect or the claimed defect does not obligate S&K Solutions GmbH & Co KG to provide warranty, the contractual partner must compensate S&K Solutions GmbH & Co KG for the resulting damage if he is responsible for the claim against S&K Solutions GmbH & Co KG due to gross negligence or intent.
9.13. The warranty does not apply to defects which are due to incorrect installation, non-observance of application instructions, improper intervention or modification of the product by the contractual partner or a third party not authorized by S&K Solutions GmbH & Co KG. The warranty is also void if original technical marks, seals, serial numbers or similar marks are changed or removed. Excluded from the warranty are defects which are due to operational wear and tear and normal wear and tear, operating errors and improper use, external influences (operation with the wrong type of current or voltage, connection to unsuitable power sources, fire, lightning, explosion or network-related overvoltage, moisture of any kind) as well as incorrect or faulty software and/or processing data.
9.14. An assignment of warranty claims by the contractual partner is excluded.
9.15. Claims for damages by the contractual partner due to a defect become time-barred after one year from delivery of the goods, unless S&K Solutions GmbH & Co KG can be accused of fraudulent intent.
9.16. Guarantees in the legal sense are not granted. Manufacturer guarantees remain unaffected by this.

10. Warranty for service

10.1. For defects of the service S&K Solutions GmbH & Co KG will initially provide a warranty at its own discretion by repair or new production.
10.2. If S&K Solutions GmbH & Co KG seriously and finally refuses to fulfill its obligations, if it refuses to remedy the defect and provide supplementary performance due to disproportionate costs, if the supplementary performance fails or is unreasonable for the contractual partner, the contractual partner can only demand a reduction of the remuneration (abatement) or cancellation of the contract (withdrawal) and compensation for damages within the scope of the limitation of liability (clause 12) instead of performance. Subsequent performance shall generally be deemed to have failed only after the second unsuccessful attempt at subsequent performance. In the event of only a minor breach of contract, in particular only minor defects, the contractual partner shall not be entitled to withdraw from the contract.
10.3. If S&K Solutions GmbH & Co KG is not responsible for the breach of duty due to a defect, the contractual partner is not entitled to withdraw from the contract.
10.4. Rights of the contractual partner due to defects become time-barred one year after acceptance of the service. This does not apply if S&K Solutions GmbH & Co KG can be accused of gross negligence, as well as in the case of physical injury and damage to health attributable to S&K Solutions GmbH & Co KG or in the case of loss of life of the contractual partner. A liability of S&K Solutions GmbH & Co KG according to the product liability law also remains unaffected.
10.5. In the case of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims remain unaffected.
10.6. The contractual partner does not receive guarantees in the legal sense from S&K Solutions GmbH & Co KG.

11. Property and copyright

11.1. The operating items used by S&K Solutions GmbH & Co KG for the production of the goods, in particular films, clichés, lithographs, printing plates and standing type, remain the property of S&K Solutions GmbH & Co KG, even if they are charged separately, and are not delivered.
11.2. The contractual partner is solely liable if rights, especially copyrights and commercial rights of third parties are violated by the execution of his order. The contractual partner shall indemnify S&K Solutions GmbH & Co KG against such claims by third parties due to an infringement of such rights.

12. Limitation of liability

12.1. S&K Solutions GmbH & Co KG is not liable for slightly negligent breaches of minor contractual obligations. In the case of slightly negligent breaches of duty, the liability of S&K Solutions GmbH & Co KG is limited to the average damage which is foreseeable, typical for the contract, direct and proportionate according to the type and value of the goods or the service. The same applies to slightly negligent breaches of duty by the legal representatives or vicarious agents of S&K Solutions GmbH & Co KG.
12.2. The aforementioned limitations of liability do not affect any claims arising from product liability. Furthermore, these limitations do not apply to bodily injury and damage to health attributable to S&K Solutions GmbH & Co KG or in the event of loss of life of the contractual partner.

13. Limitation of liability for provided goods

13.1. Material of any kind provided by the contractual partner must be delivered free of charge to S&K Solutions GmbH & Co KG. Unless otherwise agreed, the contractual partner undertakes to deliver 5% more than the quantity to be processed to cover normal waste.

14. Final provisions

14.1. In principle, the law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention shall not apply. S&K Solutions GmbH & Co KG reserves the right to choose the law applicable at the registered office of the contractual partner.
14.2. The exclusive place of jurisdiction for all disputes arising from this contract is Passau and the place of performance is Passau. S&K Solutions GmbH & Co KG reserves the right to choose the domicile of the contractual partner as place of jurisdiction.
14.3. Should individual provisions of this contract, including these General Terms and Conditions of Business, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision, without prejudice to the provision of § 306 (2) BGB.

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