GENERAL TERMS AND CONDITIONS (GTC)
OF THE SND PORZELLANMANUFACTUR GMBH

I. SCOPE OF APPLICATION AND DEFINITIONS

1. all deliveries and services, including consulting services, information, etc., shall be provided exclusively subject to our General Terms and Conditions below, unless they are amended or excluded with our written consent. We do not recognize any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions unless their validity has been expressly agreed to in writing. If the customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code), these terms and conditions shall also apply to all future transactions with the contractual partner.

2. entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.
Consumers are natural persons who conclude the respective legal transaction for a purpose that is not attributable to their commercial or independent professional activity.
A customer is anyone who concludes a contract with us within the scope of these GTC, regardless of whether they are an entrepreneur, a consumer or neither.
The regulations for entrepreneurs also apply to public administrations.

II. OFFER AND CONCLUSION OF CONTRACT, SUBJECT TO CHANGE

1. the information, illustrations and drawings contained in our brochures, catalogs, circulars, advertisements and price lists are only approximate. They are not warranted characteristics, but descriptions or identifications of the delivery or service. Customary deviations and deviations which occur due to legal regulations or which represent technical improvements are permissible insofar as they do not impair the usability for the contractually intended purpose.

2 Our offers are subject to change and only become binding upon written order confirmation. Verbal agreements and assurances made by our employees/staff in connection with the conclusion of the contract shall only become binding upon our written confirmation. This applies accordingly to contract amendments. With the exception of managing directors or authorized signatories, our employees are not entitled to make any verbal agreements deviating from this.

3. offers of the customer shall only be deemed to have been accepted if expressly declared in writing or upon delivery by us. Silence in response to such an offer does not constitute acceptance. Transmission by fax is sufficient to comply with the written form requirement, otherwise transmission by e-mail is sufficient.

4. if, in the opinion of the customer, our order confirmation deviates from his order, he must notify us in writing of the alleged deviations immediately upon receipt, at the latest within one week of the date of our order confirmation, otherwise the order confirmation shall be deemed correct and binding on both parties. Subsequent change requests by the customer which cause additional costs according to the status of the order work will only be carried out by us against invoicing of these additional costs and extension of the delivery period. These changes require our written confirmation.

5. in the case of orders with delivery to third parties, the customer shall be deemed to be the contractual partner, unless otherwise expressly agreed.

III. PRICES/PRICE ADJUSTMENTS

1. our prices are net ex works/warehouse Zeulenroda or our contractual partners plus VAT. Freight, packaging, postage, insurance as well as the statutory value added tax in EURO applicable on the day of invoicing, customs duties for export deliveries as well as fees and other public charges.

2. the prices stated in our quotation shall apply subject to the proviso that the order data on which the quotation was based remain unchanged, but no longer than three months after receipt of the quotation by the customer. Subsequent changes at the request of the customer, including the resulting machine downtime, will be charged to the customer. Subsequent changes shall also include repetitions of test proofs requested by the customer due to minor deviations from the original. Sketches, drafts, test typesetting, test prints, proofs, changes to supplied/transferred data and similar preparatory work initiated by the customer will be charged. The same applies to data transmissions (e.g. ISDN, DSL). Drafts, test typesetting, test prints, etc. Preliminary work initiated by the customer shall be invoiced even if the order is not placed.

3. in the event of an increase in the cost of materials or wages in our supplying plant, as well as customs duties and other sales taxes or sales levies after the order confirmation, we shall be liable within the framework of a continuing obligation or if the delivery exceeds the agreed delivery period.

4 months after conclusion of the contract, shall be entitled to increase the prices at its reasonable discretion. The same shall apply if the delivery is not called off by the customer within 4 months of conclusion of the contract or cannot be made under the conditions envisaged at the time of conclusion of the contract for reasons within the customer’s sphere of risk.

IV. DELIVERY/SHIPPING/ DELIVERY PERIODS AND DEADLINES

1. our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery to us.

2. information on delivery times is approximate. Delivery periods shall commence on the date of our order confirmation, but not before complete clarification of all details of the order and not before receipt of documents, approvals, releases to be procured by the customer and receipt of any agreed down payment. If no delivery dates have been agreed, but a delivery time calculated according to a specific period, this shall commence on the day of approval. The delivery period shall be interrupted for the duration of the customer’s inspection of the proofs, production samples, etc., from the date of dispatch to the contractual partner until the date of receipt of a statement. If, after the order has been placed, the customer requests changes to the order which affect the production time, a new delivery period shall commence with the confirmation of the change.

3. the time of dispatch ex works/warehouse shall be decisive for compliance with delivery periods and deadlines. They shall be deemed to have been complied with upon notification of readiness for dispatch if the goods cannot be dispatched on time or are stored through no fault of our own.

4. if dispatch or delivery is delayed at the customer’s request by more than one month after notification of readiness for dispatch, we may charge the customer a storage fee of 0.5% of the price of the delivery items for each month or part thereof, up to a maximum total of 5%. The contracting parties are at liberty to prove higher or lower storage costs.

5 We reserve the right to choose the type and route of shipment unless otherwise agreed in the respective order. Transport insurance shall only be taken out at the special request and at the expense of the contractual partner.

6. self-collectors who do not exchange Euro pallets on collection will be charged Euro 12.00 per Euro pallet. We are entitled to make partial deliveries, which are due for payment in accordance with our terms of payment.

7 In general, the ordered quantity is delivered. Excess/shortfall quantities of up to 10% must be accepted for custom-made products and printed matter for technical production reasons. Order quantities can be commercially rounded to a minimum purchase quantity and/or to the nearest packaging unit.

V. CORRECTIONS

1. corrections of any kind (e.g. texts, colors, shapes, decors), including corrections to delivery addresses, etc., must be made in writing. The customer may request a proof against payment. In the case of difficult and extensive typesetting work, unsolicited corrections can also be sent to the contractual partner.

2. the customer shall be charged for any changes required as a result of the data provided being unusable or deviating from the print template, in particular order corrections, on the basis of the working time and materials used.

3. proofs and press proofs must be checked by the customer for typesetting errors and other errors as well as for the correctness of the decorative colors and decorative elements and released to us for production. We are not liable for errors overlooked by the customer. Changes made by telephone require the written confirmation of the contractual partner.

4. in the case of smaller print orders, we are not obliged to send the customer a proof. If the sending of a proof is not requested, liability for typesetting errors shall be limited to gross negligence. If, for whatever reason, a proof sample is dispensed with, any right of complaint in respect of text accuracy, decorative colors and decorative elements shall lapse.

5. typesetting and proofing will be charged even if an order is withdrawn.

VI. QUALITY REQUIREMENTS (IMPORTED GOODS)

Due to the production possibilities for porcelain in the countries of manufacture, especially in mass production, the quality standard is dozen pieces in conventional “oven sorting”. The following slight defects in the ceramic/porcelain end product are generally to be accepted by the customer and do not constitute grounds for complaint: Pinholes, glaze streaks, glaze color deviations, glaze gloss tolerances, impurities, iron stains and hallmarks. Samples represent a qualitative average.

VII. CERAMIC COLOR PRINTING

1. a 100% homogeneous print image and exact register cannot be achieved with direct printing due to tolerances of the object to be printed. Any resulting deviations from the color copy, simulated or unsimulated proof sample provided must therefore be accepted by the customer.

2. when decorating with ceramic decals, the decals are applied to the porcelain by hand, which means that certain tolerances in terms of accuracy (1-2 mm) must be accepted and do not constitute grounds for complaint.

3. dishwasher-safe: The ceramic colored prints and inglaze sprays are fired at high temperatures and are therefore dishwasher-safe in accordance with DIN 12875. No guarantee can be given for the duration of the shelf life, as the shelf life depends on the detergent used and in particular on the degree of water hardness.

4. the specific instructions given in the order confirmations must be observed for hydro, XPression inks, soft-touch lacquer and all other production processes.

VIII. COLORING

Ceramic color printing processes are not produced according to Pantone or HKS scales. They can only be adapted to these to a limited extent. Due to thermal influences (decor firing) and the resulting chemical reactions, as well as the additive color mixing of the decor colors with the underlying glaze, decor color deviations cannot be ruled out and do not constitute grounds for complaint. Final decor firing color deviations from the proof sample of up to DeltaE 6 depending on the glaze color are to be accepted and do not constitute grounds for complaint.

IX. PRINT COLORS

In the case of color reproductions in ceramic color printing, as well as in all other production processes, slight color deviations from the original or compared to the proof as well as within the edition and between edition prints may occur. They do not entitle the customer to give notice of defects. Color reproductions without a proof sample are to be assessed as non-printing result-oriented blind prints and therefore do not entitle the customer to make a color complaint. Color quality liability within the scope of technical possibilities only in the case of deviations from the proof sample of more than DeltaE 6.

X. TERMS OF PAYMENT/SETTLEMENT

1. our invoices are payable within 30 days without deduction from the invoice date, unless otherwise agreed. Payments must be made in such a way that we can dispose of the amount on the due date; the customer shall bear the costs of payment transactions.

2. if goods ordered are stored at our premises or those of our supplier after completion and before delivery to the customer, the invoice shall be issued with the date of storage of the goods.

3. we reserve the right to demand advance payment from customers unknown to us.

4. in the event of overdue payments, we shall be entitled to charge interest on arrears at a rate of 8 percentage points if the contractual partner is an entrepreneur (Section 14 of the German Civil Code (BGB)) and 5 percentage points for consumers (Section 13 BGB) above the applicable ECB prime rate per annum. If we are able to prove a higher damage caused by delay, we are entitled to claim this. However, the customer is entitled to prove to us that we have incurred no or significantly less damage as a result of the default in payment.

5. if it becomes apparent after conclusion of the contract that our payment claim is jeopardized by the customer’s inability to pay or if the customer defaults on payment of a significant amount or if other circumstances arise which indicate a significant deterioration in the customer’s ability to pay after conclusion of the contract, we shall be entitled to the rights under § 321 BGB. We are entitled to withhold our deliveries and to set the customer a reasonable deadline for making advance payments or providing securities. After expiry of this period, we are entitled to withdraw from the contract.

6. the customer is only permitted to offset any counterclaims if these are undisputed or legally established claims. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. Appropriate advance payment may be demanded in the event of extraordinary advance performance.

XI. ACCEPTANCE PROCESS

1. if the customer is in default of acceptance, we shall be entitled to set him a reasonable grace period and, after its expiry, to dispose of the goods elsewhere or to supply the customer with a reasonably extended grace period. This shall not affect our rights to withdraw from the contract and to claim damages for non-performance.

2. if we are entitled to claim damages in lieu of performance, these shall amount to 30% of the contract price plus VAT. Value added tax. Compensation shall be set higher or lower if we can prove higher damages or the customer can prove lower damages.

3. call-off orders are deemed to be firm orders and must be bindingly accepted within a period of 6 months, unless otherwise agreed. If the customer fails to meet call-off deadlines, we shall be entitled to set the customer a 3-week grace period and, after this period has expired, to deliver and invoice the total quantity in full or to withdraw from the contract and/or claim damages. In any case, we shall be entitled to charge an appropriate storage fee after expiry of the aforementioned period. Call-off orders are stored for a maximum of 1 year and then sent to the customer.

XII. RESERVATION OF TITLE

Consumers

1. in the case of contracts with consumers, we reserve title to the goods until payment has been made in full. The consumer is prohibited from disposing of our reserved goods until full payment has been made.

Entrepreneur

2. all delivered goods shall remain our property (reserved goods) until all claims have been settled, in particular also the respective balance claims to which we are entitled within the scope of the business relationship (balance reservation). This also applies to future and conditional receivables, e.g. from acceptor’s bills of exchange and also if payments are made on specially designated receivables. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance.

3. the entrepreneur may only sell the reserved goods in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale in accordance with numbers 4. and 5. are transferred to us. He is not entitled to dispose of the reserved goods in any other way. Resale within the meaning of this section shall also include the use of the reserved goods for the performance of contracts for work and services.

4. the claims arising from the resale of the reserved goods shall be assigned to us already now together with all securities which the entrepreneur acquires for the claims. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the entrepreneur together with other goods not sold by us, the claim arising from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods sold. We hereby accept the assignment of claims.

5. the entrepreneur is entitled to collect claims from the resale. The direct debit authorization shall expire in the event of our revocation, but at the latest in the event of default in payment, non-payment of a bill of exchange or an application to open insolvency proceedings. We shall only make use of our right of revocation if it becomes apparent after conclusion of the contract that our claim to payment from this or other contracts with the entrepreneur is jeopardized by the entrepreneur’s inability to pay. At our request, the entrepreneur is obliged to inform his customers immediately of the assignment to us and to provide us with the documents required for collection.

All customers

6 The buyer must inform us immediately of any seizure or other impairments by third parties. The customer shall bear all costs that have to be incurred to cancel the seizure or to return the reserved goods, insofar as they are not reimbursed by third parties.

7. in the event of breach of contract by the customer, in particular non-payment of the purchase price due, we shall be entitled to take back the goods subject to retention of title and, if necessary, to enter the customer’s premises for this purpose. The same shall apply if it becomes apparent after conclusion of the contract that our claim for payment from this or other contracts with the customer is jeopardized by the customer’s inability to pay. The return is not a withdrawal from the contract. The provisions of the Insolvency Code remain unaffected.

8. we undertake, at the customer’s request, to release securities which he has made available to us under this contract insofar as they are no longer required to secure our claims not only temporarily, in particular insofar as they exceed the value of our claims to be secured and not yet repaid by more than 20%.

XIII. WARRANTY PERIODS/LIABILITY FOR DEFECTS/OBLIGATIONS TO GIVE NOTICE OF DEFECTS/EXCLUSION PERIODS

1. the statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) remain unaffected.

2. the goods are in conformity with the contract if they do not deviate or deviate only insignificantly from the agreed specification at the time of the transfer of risk; conformity with the contract and freedom from defects of our goods shall be measured exclusively in accordance with the express agreements on the quality and quantity of the goods ordered. Liability for a specific use or a specific suitability is only assumed insofar as this has been expressly agreed; otherwise the risk of suitability and use is the sole responsibility of the customer. We are not liable for deterioration or destruction or improper handling of the goods after the transfer of risk.

3. the contents of the agreed specification and any expressly agreed intended use do not constitute a guarantee; the assumption of a guarantee requires a written agreement.

4. the customer, who is not a consumer, must inspect the goods received immediately upon receipt. Defects in the goods must be reported in writing immediately after delivery. Defects that cannot be discovered even with the most careful inspection must be reported in writing immediately after discovery, at the latest before the expiry of the agreed or statutory limitation period, with immediate cessation of any handling and processing. Otherwise there shall be no claims for defects against us.

5. in the event of a justified, timely notice of defects, we may, at our discretion, remedy the defect or deliver defect-free goods (subsequent performance). If subsequent performance fails or is refused, the customer may withdraw from the contract or reduce the purchase price after a reasonable period has expired without success. If the defect is not significant or if the goods have already been redesigned, the customer shall only be entitled to a reduction in price.

6. expenses in connection with subsequent performance shall only be borne by us insofar as they are reasonable in the individual case, in particular in relation to the purchase price of the goods. We shall not be liable for expenses incurred as a result of the goods sold being taken to a place other than the agreed place of performance, unless this is in accordance with their contractual use.

7. after the customer has carried out an agreed acceptance of the goods, the complaint of defects that were detectable during the agreed type of acceptance is excluded. If a defect has remained unknown to the customer as a result of negligence, the customer may only assert rights due to this defect if we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item.

8. if the customer does not immediately give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the rejected goods or samples thereof available for inspection purposes upon request, all rights due to the material defect shall lapse. In the event of unjustified complaints, we reserve the right to charge the customer with freight and handling costs as well as the inspection costs.

9. we shall not be liable for errors resulting from documents submitted by the customer (e.g. drawings, plans) or from inaccurate or verbal information.

XIV. OPEN/HIDDEN DAMAGE

Must be reported in writing in accordance with the general German forwarding conditions: -open damage/shortages on the consignment bill -concealed damage/shortages within 3 working days of receipt of the goods. -Our insurance company reserves the right to have damage assessed directly by an expert on site

XV Production release

With the written production release, the customer assumes full liability for text, position and color errors that are already apparent on the basis of the approved template(s), color copies, proof samples or production samples provided. Color variations in accordance with the usual tolerances in ceramic color printing (see points VII. to IX.) are accepted. We are therefore only liable for production errors.

XVI. GENERAL LIMITATION OF LIABILITY AND STATUTE OF LIMITATIONS

1. we shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility, delay, culpa in contrahendo and tort – including for our executive employees and other vicarious agents – in cases of intent and gross negligence, limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. In the event of culpable breach of material contractual obligations, we shall only be liable – except in cases of intent or gross negligence on the part of our legal representatives or vicarious agents – for the foreseeable damage typical of the contract. In all other respects, our liability, including for defects and consequential damages, is excluded.

2 The above limitations of liability shall not apply in the event of injury to life, limb or health and also not if and insofar as we have assumed a guarantee for the quality of the item sold, as well as in cases of mandatory liability under the Product Liability Act. The rules on the burden of proof remain unaffected by this.

3. unless otherwise agreed, contractual claims which arise for the customer against us on the occasion of and in connection with the delivery of the goods shall lapse one year after delivery of the goods. If acceptance has been agreed, the limitation period shall commence upon acceptance. This shall not affect our liability for intentional and grossly negligent breaches of duty, culpably caused damage to life, limb and health and the limitation period for recourse claims.

XVII. COPYRIGHT

1. all copyrighted rights of use in any process and for any purpose to our own sketches and drafts, originals, films and the like shall remain with us, unless expressly agreed otherwise.

2. the customer is responsible for checking the right to reproduce all print documents. The customer shall be solely liable if the execution of his order infringes the rights of third parties, in particular copyrights. The customer shall indemnify us against all third-party claims arising from such an infringement.

XVIII. TRADE CONSUMPTION

In commercial transactions, the commercial practices of the printing industry shall apply (e.g. no obligation to hand over intermediate products such as data, lithographs or films that are created to produce the final product owed), unless a different order has been placed.

XIX. ARCHIVING

Products to which the customer is entitled, in particular data and data carriers, shall only be archived by us beyond the time of handover of the end product to the customer or its vicarious agents by express agreement and against special remuneration. If the aforementioned items are to be insured, the customer must arrange this himself in the absence of an agreement. No liability is accepted for manuscripts/templates etc. sent/provided. Films are stored free of charge for a maximum of 2 years for subsequent productions, after which the necessary upfront costs will be charged again.

XX. ADVERTISING

We reserve the right to use articles manufactured by us on behalf of customers as samples or for advertising purposes.

XXI. PROOF OF EXPORT

If a customer who is resident outside the Federal Republic of Germany (non-territorial purchaser) or his authorized representative collects goods and transports or dispatches them to a foreign territory, the customer must provide us with the export certificate required for tax purposes. If this proof is not provided, the customer must pay the VAT rate applicable to the delivery within the Federal Republic of Germany on the invoice amount.

XXII. PLACE OF PERFORMANCE, JURISDICTION AND APPLICABLE LAW

1. the place of performance of our service shall be the delivery address of the end customer in the case of delivery and our warehouse in the case of collection.

2. if the customer is a merchant within the meaning of § 38 ZPO, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is brought. We are also entitled to appeal to the court that would have jurisdiction according to the statutory provisions.

3. the legal relationship between us and the customer shall be governed by German law, in particular the BGB/HGB, in addition to these terms and conditions.

XXIII. SEVERABILITY CLAUSE

Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes or individual clauses are or become ineffective, those legally effective provisions shall apply to fill these loopholes and ineffective clauses which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale if they had been aware of the loophole or ineffectiveness.