General Terms and Conditions (GTC) of Die Medienmanager GmbH

1. Applicability

1. Our terms and conditions (hereinafter "GTC") apply solely to entrepreneurs within the meaning of Section 310 (1) BGB in conjunction with Section 14 BGB. All orders and deliveries as well as works, services and agency services to be performed by Die Medienmanager GmbH (hereinafter "DMM GmbH") are handled exclusively in accordance with the following general GTC. DMM GmbH does not recognize any conflicting terms and conditions of the customer or terms and conditions deviating from the following conditions, unless DMM GmbH has expressly agreed
2. to the customer's terms and conditions in writing in the individual case.
3. Our GTC also apply if we carry out the order without reservation in the knowledge of conflicting terms and conditions of the customer or terms and conditions deviating from our GTC.

2. Offers

1. Verbal or telephone offers made by DMM GmbH shall only become binding once the subsequent written confirmation has been provided.
2. Prices are stated in EURO. They apply ex registered office of DMM GmbH and do not include value added tax. They only become binding upon order confirmation. Unless otherwise agreed in writing, they do not include packaging, freight, postage, insurance and other shipping costs.
3. Price changes remain reserved with respect to merchants. The same applies within the framework of continuing obligations and for deliveries within 4 months after conclusion of the contract. In this case, the customer may withdraw from the contract if the price increase not insignificantly exceeds the rise in the general cost of living during the period between order and delivery.
4. The prices stated in the offer of DMM GmbH apply subject to the condition that the order data on which the offer was based remain unchanged, but for no longer than six weeks after receipt of the offer by the client. In the case of orders with delivery to third parties, the person placing the order shall be deemed the client, unless an express agreement to the contrary has been made.
5. Subsequent changes made at the instigation of the client shall be charged to the client. Repetitions of proofs and the like requested by the client due to minor deviations from the original shall also be deemed subsequent changes. Sketches, drafts, sample typesetting, proofs, exposés, layout proposals, briefings, filmed, recorded or photographed visual or audiovisual proposals, samples and similar preparatory work instigated by the client shall be charged, even if the order is not placed.

3. Presentation

1. Any use, including partial use, of work and services presented or handed over by us with the aim of concluding a contract (presentation), whether protected by copyright or not, requires our prior consent. This also applies to use in a modified or edited form and to the use of the ideas underlying our work and services, insofar as these have not been reflected in the client's previous advertising materials. Acceptance of a presentation fee does not constitute consent to the use of our work and services.

4. Orders

1. Meeting minutes transmitted by us shall be deemed approved by the client, unless the client objects within a period of 10 days after receipt of the minutes and DMM GmbH expressly draws attention to this legal consequence when sending the minutes.
2. Templates, files and other working materials (in particular negatives, models, original illustrations and the like) which we create or have created in order to perform the service owed under the contract remain the property of DMM GmbH. There is no obligation to surrender them. DMM GmbH is not obliged to store them.
3. The product-describing information contained in the shop, such as illustrations, drawings, descriptions, dimensions, weights, performance and consumption data as well as information regarding usability, are non-binding, unless they are expressly designated as binding. This applies in particular also in the case of changes and improvements that serve technical progress. Minor deviations from such product-describing information in material and workmanship shall be deemed approved and do not affect the fulfilment of contracts.
4. Insofar as your order includes goods whose sale is subject to age restrictions (e.g. spirits), we ensure by means of a reliable procedure involving a personal identity and age check that the person placing the order has reached the required minimum age. The deliverer shall only hand over the goods after the age check has been carried out and only to the person placing the order in person.

5. Placing of orders with third parties

1. DMM GmbH is authorized to place orders for the execution of agreed advertising measures and orders for the production of advertising materials, in the creation of which DMM GmbH participates in accordance with the contract, in the name of the client. The client hereby expressly grants the corresponding power of attorney.
2. DMM GmbH is entitled to carry out the work entrusted to it itself or to commission third parties to do so. These service providers shall only be named to the client upon request if the client undertakes to commission them, including in the future, only with the consent of DMM GmbH itself.
3. DMM GmbH places orders with advertising media in its own name and for its own account.

6. Transfer of risk, shipping

1. Unless otherwise agreed, the production location or the registered office of DMM GmbH shall be the place of performance. Insofar as the goods are shipped at the buyer's request, this shall be done at the account and risk of the client. In this case, the risk passes as soon as the consignment has been handed over to the person carrying out the transport.
2. Deliveries apply ex production location or the registered office of DMM GmbH, unless otherwise agreed, excluding shipping, packaging and postage. Transport insurance shall only be taken out by DMM GmbH upon express instruction and at the expense of the person placing the order.
3. Material procured by the client, of whatever kind, is to be delivered to DMM GmbH free of charge. Receipt is confirmed without assuming any guarantee for the correctness of the quantities or qualities designated as delivered. DMM GmbH is not liable for defects in this material.
4. If the manuscripts, originals, film material, data, papers handed over to DMM GmbH as well as the items handed over for visual reproduction or other items brought in are to be insured against theft, fire, water or any other risk, the client shall arrange the insurance itself or have it arranged against reimbursement of the costs upon request by DMM GmbH. Otherwise, DMM GmbH is only liable for intent and gross negligence.

7. Delivery / delivery periods / default in delivery

1. Delivery dates are only valid if they are expressly confirmed by DMM GmbH. If the contract is concluded in writing, the confirmation of the delivery date also requires the written form.
2. Compliance with our delivery obligation presupposes the timely and proper fulfilment of the obligations, in particular any duties to cooperate (e.g. procurement of documents, approvals). The defence of non-performance of the contract remains reserved. If the person placing the order is in default of acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved. Insofar as the conditions of sentence 3 are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the person placing the order at the point in time at which the latter is in default of acceptance or in default as debtor.
3. We are liable in accordance with the statutory provisions insofar as the underlying contract is a transaction for delivery by a fixed date within the meaning of Sections 281 (2), 323 (2) No. 2 BGB or Section 376 HGB. We are also liable in accordance with the statutory provisions insofar as, as a consequence of a default in delivery for which we are responsible, the person placing the order is entitled to assert that its interest in the further performance of the contract has ceased to exist. Furthermore, we are liable in accordance with the statutory provisions insofar as the default in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents is attributable to us. Insofar as the default in delivery is not based on an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
4. We are also liable in accordance with the statutory provisions insofar as the default in delivery for which we are responsible is based on a culpable breach of a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
5. Templates and drafts provided by DMM GmbH shall only become binding in terms of colour, image or sound design once their corresponding possibility of realization has been confirmed in writing by DMM GmbH.
6. All events for which DMM GmbH is not responsible, in particular labour disputes, shortages of raw materials, war, fire, sovereign measures, as well as other natural disasters and other cases of force majeure, release DMM GmbH from the fulfilment of its performance obligation for the duration of their effect, insofar as the impediment to performance arose after conclusion of the contract. However, DMM GmbH is obliged to notify the buyer of this. DMM GmbH is likewise released from the fulfilment of its performance obligation for the duration of the review of the layouts, final artwork, colour-binding templates, production samples etc. by the client, in each case from the day of dispatch to the client until the day of receipt of a statement.
7. DMM GmbH has a right of retention pursuant to Section 369 HGB or Section 273 BGB in respect of print templates, manuscripts, raw materials and other items supplied by the client. Insofar as the underlying legal transaction is a contract for work and services, DMM GmbH has a lien pursuant to Section 647 BGB on all items of the person placing the order. The aforementioned rights of retention or liens exist until the complete fulfilment of all due claims arising from the business relationship.
8. Further statutory claims and rights of the person placing the order and of DMM GmbH remain reserved.

8. Terms of payment / invoicing

1. The invoices (net price plus value added tax) are issued as of the day of dispatch of the complete or partial delivery or, in the case of requested storage, as of the date of completion of the goods. The payment periods begin with the invoice date.
2. In the case of a delivery volume exceeding EUR 15,000.00, DMM GmbH is entitled to issue interim invoices in accordance with the work performed or to demand partial payments.
3. Any cash discount agreement does not relate to freight, postage, insurance or other shipping costs. The invoice is issued as of the day of delivery, partial delivery or readiness for delivery (obligation to collect, default of acceptance). Bills of exchange are only accepted by special agreement and on account of payment without granting a cash discount. Discount and expenses are borne by the person placing the order. They are to be paid immediately by the person placing the order. The contractor is not liable for the timely presentation, protest, notification and return of the bill of exchange in the event of non-payment, unless it or its vicarious agent is guilty of intent or gross negligence.
4. The person placing the order is only entitled to rights of set-off if its counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the person placing the order is only entitled to exercise a right of retention insofar as its counterclaim arises from the same contractual relationship and has been legally established or is undisputed.

9. Default in payment

1. If the fulfilment of the payment claim is jeopardized due to a deterioration in the financial circumstances of the person placing the order that has occurred or become known after conclusion of the contract, DMM GmbH may demand advance payment, withhold goods not yet delivered and stop further work. DMM GmbH also has these rights if the person placing the order is in default with the payment of deliveries that are based on the same legal relationship.
2. If the person placing the order is in default of payment or fails to comply with its notification obligations arising from the retention of title, DMM GmbH may revoke the authorization to resell and to collect and demand that the person placing the order disclose the assignment to the third-party debtor and instruct the latter to make payments with debt-discharging effect only to DMM GmbH. The disclosure and payment instruction may also be carried out by DMM GmbH itself. The person placing the order shall disclose the third-party debtors to DMM GmbH and hand over all necessary documents. If the person placing the order fails to comply with this obligation, DMM GmbH is entitled, itself or through third parties, to inspect at any time all documents of the operational, warehouse and business accounting during normal business operations. If the person placing the order fails to comply with its notification obligations arising from the retention of title, DMM GmbH is furthermore entitled to withdraw from the contract.
3. If the person placing the order is in default of payment, DMM GmbH is entitled to demand the immediate surrender of its collateral and to assert all other rights arising from law, contract and these terms of delivery and payment. In particular, DMM GmbH may take the goods subject to retention of title into direct possession and, after prior warning, realize them by crediting the proceeds against the purchase price. DMM GmbH or its agents have the right, during normal business hours, to enter all business premises including warehouses and production facilities in order to obtain direct possession.
4. We undertake to release the collateral to which we are entitled at the request of the person placing the order insofar as the realizable value of our collateral exceeds the claims to be secured by more than 10%; the selection of the collateral to be released is incumbent upon us.
5. A lien is granted to DMM GmbH on all materials of any kind handed over by the person placing the order in respect of all claims upon their handover.

10. Default of acceptance

If the person placing the order is in default of acceptance, DMM GmbH is entitled to the statutory rights. Instead, however, it is also entitled to withdraw from the contract only in part and to demand compensation for non-performance in respect of the other part. In addition, DMM GmbH is entitled to either place the delivery in storage itself or store it with a forwarding agent for the account and at the risk of the person placing the order. A right of retention or right of set-off of the person placing the order is, insofar as the latter is a merchant, excluded with respect to payment claims of DMM GmbH.

11. Retention of title and lien

1. The delivered goods as well as proposals, texts, drafts etc. remain the property of DMM GmbH until full payment of the agreed price plus value added tax and all incidental costs or until the redemption of the cheques or bills of exchange given for this purpose. The person placing the order is entitled to resell goods subject to retention of title in the ordinary course of business. Claims arising from the resale are already now assigned to DMM GmbH to secure its claim. The person placing the order is entitled to collect the assigned claims. The person placing the order is obliged to notify DMM GmbH without delay of any possible jeopardy to the retained assets and the security rights, in particular if seizures or other enforcement measures by third parties are imminent. The same applies in the event of an intended sale of business or cessation of business as well as the filing of an application for the opening of court composition or bankruptcy proceedings. If the person placing the order enters into moratorium negotiations with all or individual creditors, DMM GmbH is likewise to be notified without delay.
2. Lithos, data, data carriers, printing plates, carrier plates, dies, master tapes, layout drafts, photo negatives, positive slides and the like remain the property of DMM GmbH, unless they have been expressly acquired and paid for by the person placing the order and requested by the person placing the order within four weeks after completion of the order. DMM GmbH assumes no liability for all the aforementioned items that are not requested within four weeks after completion of the order.

12. Rights of use / copyright

1. Upon settlement of all invoices relating to the order, DMM GmbH will transfer to the person placing the order all rights of use required for the use of our work and services to the extent agreed for the order or arising from the circumstances of the order recognizable to DMM GmbH. In case of doubt, DMM GmbH fulfils its obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany for the period of use of the advertising material. Any use going beyond this, in particular editing, requires the consent of DMM GmbH.
2. If DMM GmbH involves third parties in the performance of the contract, DMM GmbH will acquire their rights of use to the extent of Clause 12.1 and transfer them accordingly to the person placing the order for a fee.
3. Reviews under competition law are only the task of DMM GmbH if this is expressly agreed.
4. The person placing the order may only make use of the services of DMM GmbH for the purpose for which they were ordered and acquired. As the holder of the copyrights, DMM GmbH is entitled to sign its work; it is likewise entitled to use the advertising materials created by it within the framework of its own advertising. With regard to the copyright remaining with DMM GmbH, the person placing the order is not entitled to change or supplement proposals, texts, drafts etc. without the consent of DMM GmbH or to have the change or supplement made by a third party.
5. The copyright and the right of reproduction in any process and for any purpose of use in respect of its own drafts, originals and the like remain with DMM GmbH, subject to any express arrangement to the contrary. In particular, DMM GmbH reserves the right to further exploit the image material created within the framework of the order, unless personality rights of the persons depicted conflict with this. With regard to deliveries that are the subject of a copyright, the person placing the order is merely granted a simple right of use within the framework of the agreed scope or the purpose of the order. Repetitions or other extensions of the rights of use originally granted are only permissible with the prior consent of DMM GmbH. DMM GmbH is not liable for the infringement of personality rights through a use contrary to the agreement. Reprinting or reproduction, including of those deliveries that are not the subject of a copyright or another industrial property right, is not permissible without the approval of DMM GmbH.
6. The person placing the order is solely responsible for reviewing the right of reproduction of all templates that are provided to DMM GmbH by the person placing the order.
7. The person placing the order is solely liable if, through the execution of its order, rights, in particular copyrights, of third parties are infringed. The person placing the order shall indemnify DMM GmbH against all claims by third parties on account of such an infringement of rights.
8. If DMM GmbH uses image material of the person placing the order within the framework of the order, it is incumbent upon the person placing the order to obtain the necessary consents of the persons depicted. If, due to a consent not obtained, claims for damages by the persons depicted arise, the person placing the order shall indemnify DMM GmbH against these claims for damages.
9. The person placing the order assumes the obligation to review the legal admissibility in word and image of all advertising materials proposed and designed by DMM GmbH. If such a review is omitted and this leads to damage, DMM GmbH is only liable if it or its assistants can be charged with intent or gross negligence. Except in the case of intentional action, the liability of DMM GmbH is limited in amount to the value of its own contribution to the advertising material that contained the infringement of rights.

13. Duty of confidentiality

DMM GmbH undertakes to maintain silence towards third parties regarding all details of the organization, production and distribution of the person placing the order that become known to it, insofar as these details are by their nature to be treated as confidential.

14. Insurance, storage costs

For the property of the person placing the order, in particular for manuscripts, originals, printing strength, reproducible templates, negatives etc., DMM GmbH is only liable in the case of transport and storage insofar as it or its assistants can be charged with intent or gross negligence. Except in the case of intentional action, liability is limited in amount to the actually paid production value of the damaged item; insofar as the repair or recreation would cause higher costs, DMM GmbH is not liable for these additional costs. If the person placing the order wishes insurance against fire or theft, it shall arrange this itself. This also applies to print items of the person placing the order that are stored at the printers.

15. Warranty / liability

1. Insofar as the person placing the order is a merchant, claims for defects presuppose that the latter has duly complied with its obligations to inspect and give notice of defects pursuant to Section 377 HGB. Corresponding obligations to inspect and give notice of defects apply to the commercial person placing the order also if the underlying order is a contract for work and services. The obligation to inspect and give notice of defects applies separately to all partial services sent by DMM GmbH, i.e. also, for example, to pre-production samples.
2. We are liable in accordance with the statutory provisions insofar as the person placing the order asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not charged with an intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
3. Except in the cases of intent and gross negligence, we are further liable if we culpably breach a material contractual obligation. In this case, liability for damages is limited to the foreseeable, typically occurring damage.
4. Insofar as the person placing the order is entitled to a claim for compensation of damage instead of performance, our liability is limited to compensation of the foreseeable, typically occurring damage.
5. Liability on account of culpable injury to life, body and health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
6. Insofar as nothing deviating is regulated above, liability is excluded.
7. Any liability for damages more extensive than provided for in paragraphs 18.1 to 18.6 is excluded — irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from fault at conclusion of the contract, on account of other breaches of duty or tortious claims for compensation of property damage pursuant to Section 823 BGB.
8. Insofar as liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

16. Complaints

The person placing the order shall in any case review the contractual conformity of the delivered goods as well as the preliminary and intermediate products sent for correction. The risk of any errors passes to the person placing the order upon the declaration of readiness for printing / readiness for production, insofar as these are not errors that only arose or could be recognized in the production process following the declaration of readiness for printing / readiness for production. The same applies to all other approval declarations of the person placing the order.

17. Quantity and quality tolerances

1. The person placing the order is obliged to accept an over- or under-result of the ordered print run of up to 5%. The percentage increases to 10% in the case of the use of colours and particularly difficult products and, if the paper was procured by the printing company on the basis of the terms of delivery of the trade associations of the paper industry, to their rates.
2. In the case of colour reproductions in all printing processes, deviations from the original may occur. Normal deviations customary in the industry must therefore always be expected. The same applies to deviations customary in the industry between any proofs and the print run.
3. In the case of colour reproductions in all production processes, minor deviations from the original cannot be objected to. The same applies to the comparison between proofs and the print run.

18. Typesetting and printing errors

1. Typesetting and printing errors are corrected free of charge by DMM GmbH to a minor extent. Changes that become necessary due to the illegibility of the manuscript or a deviation from the typesetting and printing template, in particular through corrections by the person placing the order and the author, are charged by DMM GmbH according to the working time expended for this. For spelling, the "Duden", latest edition, is authoritative, unless otherwise required "as per manuscript".
2. Proofs, pre-prints and layouts etc. are to be reviewed by the person placing the order for typesetting and other errors and returned to DMM GmbH with an approval note. DMM GmbH is not liable for errors overlooked by the person placing the order.
3. In the case of changes to text, image, colour etc. after printing approval, all costs including the costs of machine downtime shall be borne by the person placing the order.

19. Place of jurisdiction, place of performance and applicable law

1. Insofar as the person placing the order is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the person placing the order at its domicile.
2. The law of the Federal Republic of Germany applies, and this also applies to deliveries abroad. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.
3. Unless otherwise stated in the order confirmation, our place of business is the place of performance.

Die Medienmanager GmbH Hamburg
As of: October 2020