TERMS AND CONDITIONS

General Terms and Conditions of Peng Commerce GmbH ​

§ 1 Validity of the Conditions

(1) The deliveries and services as well as offers of Peng Commerce GmbH, hereinafter referred to as the "Contractor", are made exclusively on the basis of these Terms and Conditions. These are valid for all future business relationships that the Contractor concludes with the Client (i.e. buyers, customers) regarding the goods, services and services offered by the Contractor. The terms and conditions are valid even if they have not been expressly agreed upon again. At the latest upon receipt of the goods or services, they shall be deemed to have been accepted. (2) Terms and conditions of the Client or third parties shall not apply even if the Contractor objects to their validity in the individual case. The Contractor shall also not agree to the applicability of other terms and conditions if the Contractor refers to a letter containing or referring to the terms and conditions of the Client or third parties. (3) The Contractor's personnel shall not be entitled to enter into any verbal agreements with the Client regarding the contract that deviate from the Contractor's order forms (e.g. the input masks on the Internet) or these General Terms and Conditions. All agreements made between the Client and the Contractor for the execution of this contract must be recorded in writing (includind fax or email).

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§ 2 Offer and conclusion of contract

(1) All offers listed by the Contractor are subject to change and non-binding. Otherwise, they must be expressly marked as binding or contain a specific acceptance period. The contractor is bound to specially trained offers for 14 calendar days. In order for declarations of acceptance and all orders to become legally effective, they must be confirmed by the Contractor in writing, by telex or by email. The confirmation shall be deemed to have been issued if the Contractor does not refuse to accept the order within four weeks of receipt of the order. Upon receipt of payment, direct debit, direct debit and credit card payment, an order is deemed to have been accepted by the Client. If payment is not received, the Client must object to the Contractor's written confirmation of the concluded contract within 7 working days, otherwise the contract shall be deemed to have been accepted. (2) The legal relationship between the Client and the Contractor shall be governed solely by the contract concluded in writing, by telex or by e-mail, as well as by these General Terms and Conditions. Verbal promises by the contractor before the conclusion of the contract are not legally binding. Verbal agreements between the contracting parties must be replaced by the written contract or the written order via the Internet in the specified order form, unless it is expressly stated from them that they continue to be binding. Additions or changes to the agreements made (including these terms and conditions) also require written confirmation, otherwise they are not valid. The Contractor's employees, with the exception of managing directors and authorized signatories, do not have the right to make verbal agreements that deviate from this. In order to comply with the written form, transmission by fax or email is sufficient. Other telecommunications channels are inadequate. (3) If the Contractor provides information on the subject matter or presentation of the delivery or service (e.g. drawings, weights, dimensions, illustrations or other performance data), these are only approximate, unless the exact correspondence is a prerequisite for usability for the purpose provided for in the contract. The information provided by the Contractor is not a guaranteed quality, but describes or characterises the delivery/service. As long as the usability for the contractually intended purpose is not impaired, customary deviations that occur due to legal regulations or represent technical improvements as well as replacement by equivalent products are permitted. (4) If illustrations, drawings, weights, dimensions or other performance data are to be regarded as binding, they must be expressly agreed in writing. (5) If an order is delivered to third parties, the customer is the customer. The purchaser and the recipient of the delivery shall be deemed to be a joint principal if the delivery to the recipient is made for the benefit of the recipient or if the recipient of the delivery is enriched in another way by taking possession of and further use of the same. The placing of such an order tacitly assures the consent of the customer thereto. (6) If an order is placed on behalf of third parties,the customer and the invoice recipient together as the customer, regardless of whether the order was placed in their own name or in the name of a third party. If, after invoicing has already been completed, the invoice recipient is changed to another invoice recipient at the request of the customer, this shall result in the tacit accession of the new invoice recipient. By placing such an order, the customer tacitly assures that the invoice recipient has given his consent. (7) The Contractor reserves the right of ownership and copyright to all offers and cost estimates submitted by the Contractor. This also applies to all models, drawings, illustrations, brochures, catalogues, calculations and other documents and aids made available to the Client. Without the express written consent of the Contractor, the Client shall not be permitted to make these objects accessible to third parties either as such or in terms of content, to disclose them or to use or reproduce them himself or through third parties. At the request of the Contractor, the Client must return these items to the Contractor in their entirety and destroy any copies that may have been made if negotiations do not lead to the conclusion of the contract or if these items are no longer needed by the Client in the ordinary course of business. (8) The Contractor reserves the right at any time to withdraw all offered free products as well as other free products from the offer without giving reasons and to cancel orders of this kind at any time without prior information to the Client. This applies equally to all other products, including those subject to a fee, which require the contractor to withdraw from the order due to unforeseen events. (9) The time at which the print data is received by the Contractor shall be decisive for compliance with the deadline.

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§ 3a Right of Withdrawal

(1) The right of withdrawal does not apply to distance selling contracts for the delivery of goods that are manufactured according to customer specifications or are clearly tailored to personal needs or that are not suitable for return due to their nature. If you are an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) and are acting in the exercise of your commercial or independent activity when concluding the contract, the right of withdrawal does not apply. (2.1) Right of withdrawal: You can revoke your contractual declaration within 14 days without stating reasons in text form (e.g. letter, fax, email) or - if the item is handed over to you before the deadline - by returning the item. The period begins after receipt of this instruction in text form, but not before receipt of the goods by the recipient (in the case of recurring deliveries of similar goods, not before receipt of the first partial delivery) and also not before fulfillment of our information obligations in accordance with Article 246 § 2 in conjunction with § 1 Paragraph 1 and 2 EGBGB and our obligations in accordance with § 312g Paragraph 1 Sentence 1 BGB in conjunction with Article 246 § 3 EGBGB. To comply with the cancellation period, it is sufficient to send the cancellation or the item in good time. The cancellation must be addressed to:

Peng Commerce GmbH, Hansaallee 190, 40547 Düsseldorf, Germany (2.2) Consequences of revocation: In the event of an effective revocation, the services received by both parties must be returned and any benefits derived (e.g. interest) must be surrendered. If you are unable to return or surrender the service received and benefits (e.g. benefits of use) to us, or only partially or only in a deteriorated condition, you may have to pay us compensation for the value. You only have to pay compensation for the deterioration of the item and for any benefits derived if the use or deterioration is due to handling of the item that goes beyond checking its properties and functionality. “Checking the properties and functionality” means testing and trying out the respective goods, as is possible and usual in a store. Items that can be sent by parcel must be returned at our risk. You must bear the regular costs of return if the goods delivered correspond to those ordered and if the price of the item to be returned does not exceed an amount of 40 euros or if, in the case of a higher price of the item, you have not yet paid the consideration or a contractually agreed partial payment at the time of cancellation. Otherwise, the return is free of charge for you. Items that cannot be sent by parcel will be picked up from you. Obligations to reimburse payments must be fulfilled within 30 days. The period begins for you when you send your cancellation notice or the item, and for us when we receive it. (3) Cost-bearing agreement in the event of cancellation: If the customer exercises his right of cancellation, he must bear the regular costs of returning the goods if the goods delivered correspond to those ordered and if the price of the item to be returned does not exceed an amount of EUR 40.00 or if, in the case of a higher price of the item, the customer has not yet paid the consideration or a partial payment at the time of cancellation. Otherwise, the return is free of charge for the customer.

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§ 3 Prices and price changes

(1) Unless otherwise stated or agreed, the Contractor shall adhere to the prices contained in its offer for 14 days from its date. Otherwise, the prices stated in the respective order confirmation by the Contractor shall be decisive. These are exclusive of the respective statutory value added tax and apply to the scope of services and deliveries listed in the order confirmations. If additional services and deliveries are requested, including additional, reduced or special services, these will be charged separately. (2) All prices are quoted in euros and are for the delivery plus VAT, costs for export deliveries, customs duties as well as fees and other public charges. (3) All changes to the order subsequently initiated by the Contractor after acceptance of the order shall be invoiced to the Client. This includes any change, including changes to the commercial order data (e.g. delivery address, shipping method, invoice recipient, payment method, etc.). Unless otherwise agreed in writing, all changes made at the request of the client may be subject to a lump sum of € 55.00 plus VAT. . (4) Any change in the data delivered or transmitted at the request of the Client or similar preparatory work will be charged separately. (5) The Contractor shall have the right, but not the obligation, to carry out necessary preparatory work on the Client's supplied or transmitted data independently and without consultation with the Client, if this serves to meet a fixed deadline or is in the economic interest of the Client. The costs for such work are calculated according to their respective time expenditure. If the additional costs incurred by the Client as a result are more than ten percent higher than the contract value (offer price), but at least € 55.00 plus VAT, the Client's consent to the calculation of these additional costs must be obtained in advance. (6) If an order is cancelled by the client or if the print data is not delivered by the agreed date, a processing fee of € 35.00 plus VAT may be charged. by the contractor. If the contractor has already provided services that exceed this amount, the calculation shall be made on the basis of the services already provided. Cancellations by the client without further verification by the contractor will not be accepted and must be recorded in writing. If the client cancels the order, the contractor checks whether a cancellation is still possible at this point in time and informs the client immediately by email. Only the client himself can request cancellations; these must be made in writing via his customer number.

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§ 4 Execution of the order / approval by the client

(1) The Contractor shall execute all orders on the basis of the print data supplied or transmitted by the Client, unless otherwise agreed in writing (by fax or email). The data must be delivered by the client in accordance with the file formats specified in the order forms. For other file formats, the Contractor cannot guarantee error-free performance, unless the different file format has been approved in writing by the Contractor in advance. The Client is fully liable for the correctness of the data. This also applies if there are data transmission or data carrier errors for which the Contractor is not responsible. (2) The Contractor shall have no obligation to examine deliveries of any kind by the Client or a third party engaged by the Contractor (this also includes data carriers and transmitted data). This does not apply to data that is obviously not processable or unreadable. The Client is obliged to use protection programs for computer viruses that correspond to the current technical state of the art prior to data transmission. The Client is solely responsible for backing up the data. The contractor has the right to make copies.

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§ 5 Delivery and performance time

(1) Delivery dates or delivery periods must be in writing, regardless of whether they are agreed to be binding or non-binding. (2) For the impossibility of delivery or for delays in delivery caused by force majeure or other events not foreseeable at the time of conclusion of the contract (for example, difficulties in the procurement of materials or energy, operational disruptions of all kinds, strikes, transport delays, lack of energy, labour or raw materials, lawful lockouts, difficulties in obtaining necessary official permits, official measures or incorrect, untimely or non-delivery by suppliers, etc.) and for which the Contractor is not responsible, the Contractor cannot be held liable. If such events make the provision of the delivery or service significantly more difficult for the Contractor or make it impossible and the obstruction is not of only temporary duration, the Contractor shall be entitled to withdraw from the contract. If the obstacles are of temporary duration, the delivery or service dates shall be postponed and the delivery and performance periods shall be extended by the period of the hindrance plus a reasonable start-up period. If the Client cannot reasonably be expected to accept the delivery/service due to the delay, the Client may withdraw from the contract vis-à-vis the Contractor. For this purpose, an immediate written declaration on the part of the client is indispensable. (3) If an obstruction lasts longer than one month, the Client shall have the right to withdraw from the contract after setting an appropriate grace period with regard to the part that has not yet been fulfilled. The Client cannot assert any claims for damages if the delivery time is extended or the Contractor is released from his obligation. The Contractor shall only have the right to invoke the aforementioned circumstances if he immediately informs the Client thereof. (4) The Client shall be entitled to compensation for delay in the amount of 0.5% for each full week of delay, but in total up to a maximum of 5% of the invoice value of the services and deliveries affected by the delay, if the Contractor is responsible for the non-compliance with bindingly promised dates and deadlines or is in default. If the delay is due to intent on the part of the contractor or at least gross negligence, further claims can be made, otherwise claims beyond the provisions mentioned here are excluded. (5) A partial delivery of the agreed delivery/service by the Contractor shall be permissible if the partial delivery can be used by the Client within the scope of the contractually defined intended purpose, the delivery of the remaining ordered goods can be guaranteed and the Client does not have to bear any considerable additional expenditure or additional costs as a result of the partial services, or if the additional costs are borne by the Contractor. (6) The prerequisite for compliance on the part of the Contractor with the obligation to deliver and perform is the timely and proper fulfilment of the Client's obligations. Only dates confirmed in writing by the Contractor as fixed dates or binding dates are valid as fixed dates for the provision of services. Used at FixterIf the agreed deadline is exceeded or not adhered to, the Client shall have the right to withdraw from the contract immediately and free of charge. The declaration of withdrawal must be made in writing. Deliveries/services already provided by the Contractor and accepted by the Client up to this point in time shall be charged, unless the Client is economically unreasonably disadvantaged by this calculation. (7) The Contractor's liability for damages in the event of delay in a service/delivery or the impossibility of delivery for whatever reason is limited to the provisions of §17 of these General Terms and Conditions.

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§ 6 Periodic Work

(1) In the case of contracts for regularly recurring work, there shall be a notice period of at least three months. Termination takes place at the end of a month.

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§ 7 Transfer of Risk – Shipping

(1) As soon as the delivery item ready for dispatch by the Contractor has been handed over to the companies taking over the transport (freight forwarder, carrier or other third party designated to carry out the dispatch) or has left the Contractor's factory as a result of the dispatch, the risk shall pass to the Client. The decisive factor for this is the start of the charging process. This regulation is also valid if partial deliveries are made or the contractor has taken over other services. If the customer expresses the wish that the shipment or handover be delayed, or if the shipment is delayed due to a circumstance caused by the customer, the risk passes to the customer as soon as his goods are ready for shipment. (2) The Client shall bear all storage costs incurred after the transfer of risk. For each past week, the storage costs for storage by the Contractor amount to 1% of the invoice amount of the delivery items to be stored. The Contractor reserves the right to provide proof of additional or lower storage costs. (3) The Contractor's place of business shall be the place of performance for all obligations arising from the contractual relationship, unless otherwise specified. (4) Delivery shall be made to the delivery address specified by the Client. With regard to a deviating agreement, the written consent of the contractor is required. (5) The shipping costs shall be borne by the Client. (6) If there is external damage to a consignment, the customer may only accept it if the damage has been determined by the carrier/freight forwarder. If this determination is not made, all claims for damages against the Contractor shall become invalid.

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​§ 8 Rights of the Client in the Event of Defects / Warranty / Use and Notes

(1) The warranty period is set at one year. It shall commence upon delivery or upon acceptance, insofar as this is necessary. (2) After delivery to the Client or the third party designated by him, the delivered items shall be inspected immediately and carefully. If the Contractor does not receive a notice of defects within seven working days after delivery of the delivery item about the obvious defects or other defects that were recognizable during the immediate and careful inspection, these shall be deemed to have been approved. Defects that could not be detected during this careful inspection must also be reported to the Contractor as a notice of defect within seven working days of the discovery of the defect or the time at which the defect could be detected by the Client in normal use of the delivery item without further closer examination. Notices of defects must always be made in writing (also by email or fax). If the Contractor requests a return of the goods complained of, they must be returned carriage paid. Goods that are returned freight collect will not be accepted. If the notice of defects is justified, the Contractor shall pay for the costs of the cheapest shipping method, provided that the delivery item is located at the place of its intended use. If he is located at another location and the costs increase as a result, the contractor does not pay for this. The obligation to inspect also applies to the preliminary and intermediate products sent for correction. With the release of printing or production, the risk of possible errors is transferred to the customer, provided that the defects did not only arise in the manufacturing process following the release or could only be detected at this point and were caused intentionally or by gross negligence on the part of the contractor. This regulation also applies to all other declarations of release by the client. (3) Minor deviations from the original cannot be objected to in the case of colour reproductions in all manufacturing processes. For technical reasons, this also applies to the comparison between other templates (e.g. proofs and printout data) – even if these were created by the contractor – and the end product. (4.1) In the event of deviations in the quality of the material used, the Contractor may only be held liable up to the amount of the contract value. If the contractor supplies the material, this liability does not apply. (4.2) Due to production reasons, it is not possible to pay attention to the direction of movement of the textile or paper when placing it. Any slight breaking during folding as well as deviations in the strength or stiffness of the product caused by this are to be accepted and cannot be objected to. For production reasons, folding, punching, offset, trimming, sewing, ready-to-wear and textile welding tolerances of 1 mm to 4 cm may occur, depending on the product and product size. Furthermore, due to the shrinking and stretching of textiles, an offset of the graphics/images of up to 3 cm can occur in the printed image. These are to be accepted and cannot be objected to. (5) The Contractor shall be exempt from any liability if the Client has not taken a proof or imprint created by the Contractor or has not provided a printout of the print data itself. In this context, none complaints acknowledged. (6) If a part of the delivered goods has defects, this does not entitle the claimant to complain about the entire delivery. An exception only applies if the partial delivery is of no interest to the customer. (7) Up to an amount of 10%, over- or under-deliveries of the ordered goods are to be accepted. In the case of books and magazines, an over- or under-delivery of up to 5% must be accepted. This includes, among other things, inrun sheets, set-up specimens of further processing machines, waste paper and production-related offcuts of the upper and lower sheets that are not sorted out. (8) In the event of material defects in the delivered items, the Contractor shall be obliged and entitled to either repair or replace within a reasonable period of time. The Client may withdraw from the contract or reduce the purchase price appropriately if a repair or replacement fails, for example due to impossibility, unreasonableness, refusal or unreasonable delay. (9) If the defect is the responsibility of the Contractor and is based on his fault, the Client may claim damages taking into account the conditions specified in §17. (10) If the Contractor is unable to remedy defects in the products/parts of other manufacturers for licensing or factual reasons, it may either assert its warranty claims against manufacturers and suppliers for invoices of the Client or assign them to the Client. In the event of such defects, warranty claims against the Contractor shall only exist under the other conditions and in accordance with these General Terms and Conditions if the judicial enforcement of the above-mentioned claims against the supplier/manufacturer was unsuccessful or, for example due to insolvency, has no prospect of success. For the duration of the legal dispute, the limitation period for the affected warranty claims on the part of the Client against the Contractor shall be suspended. (11) The Contractor shall not be liable if the Client makes a change to the delivery item without the consent of the Contractor or has it carried out by a third party, thereby making the remedy of the defect unreasonably difficult or even impossible. In this case, the client must only pay for the additional costs incurred in remedying the defect. (12) If a delivery of used items is agreed with the customer in an individual case, any warranty shall lapse. (13) All submissions received by the Contractor shall be handled carefully by the Contractor. In the event of damage or loss of the originals, the Contractor shall only assume liability up to the value of the material. Any further claims are excluded. Specimen copies sent in for examination of the complaint cannot be returned for legal reasons. (14) All of the aforementioned limitations of liability are invalid in the case of grossly negligent and intentional conduct (see also §17). (15) The Contractor shall not be liable for normal wear and tear. (16) Claims due to defects are not assignable, but are only available to the direct client vis-à-vis the contractor. (17) The Client shall be solely responsible for the examination and creation of all legal, technical and building law requirements for the use of our products, as well as the examination of all influences that may arise from weather, fire or location. Peng Commerce GmbH assumes no liability for this. Likewise, no liability is assumed for the suitability of our products for the purpose intended by the customer (client), unless the Peng Commerce GmbH is guilty of intentional or grossly negligent conduct. The liability of Peng Commerce GmbH is excluded for the non-observance of the specific conditions of use by the customer, due to improper use or improper assembly of the respective products, unless the Peng Commerce GmbH is guilty of intentional or grossly negligent conduct. Especially for outdoor use, a wide variety of weather and environmental influences (such as cold, rain, UV radiation, heat), our products are subject to special conditions! These influences, the type of product and its specification, such as material, printing process, fire protection (B1), UV protection, assembly and application are decisive prerequisites for the proper use, safety and durability of the products of Peng Commerce GmbH and are subject to testing by the client. Peng Commerce GmbH therefore recommends that in the event of ambiguities and in order to reduce the aforementioned conflicts, the customer consult a specialist/specialist who is experienced with the local conditions, weather conditions, installation conditions and has expertise in the points already listed such as fire protection, UV resistance and printing processes. The customer/client should generally request the printing, fire protection and UV protection conditions, as well as the assembly and assembly recommendations (if applicable, assembly instructions) and cleaning specifications or other data sheets from Peng Commerce GmbH before placing the order. The rust-free nature of powder-coated, chrome-plated, anodized or painted parts for outdoor use cannot be guaranteed. Production-related scratches, traces, slight contamination or discoloration, color deviations in the printed image or an offset during sewing work are not grounds for complaint. The client is obliged to inquire about all points from Peng Commerce GmbH before awarding the contract in order to counteract a reduction in ambiguities or claims for complaints.

The product warranty of Peng Commerce GmbH is limited to legal requirements, our general terms and conditions, compliance with all previous instructions and is limited in time to lightfastness (colour fastness), washability and tear resistance under standard conditions (laboratory conditions).

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§ 9 Retention of Title

(1) The retention of title is regulated below. It serves to secure all current and future claims on the part of the Contractor against the Client arising from the supply relationship between the two Contracting Parties for the products offered by the Contractor. This includes, but is not limited to, print products, print product services, layout services, distribution services and balance requirements from a current account relationship limited to this supply relationship. (2) The Contractor shall retain title to the delivered goods until all secured claims have been paid in full by the Client. These goods, as well as the goods covered by retention of title that take their place under this agreement, are hereinafter referred to as "goods subject to retention of title". (3) The Client shall be obliged to keep the goods subject to retention of title free of charge for the Purchaser. (4) The Client shall have the right to process and sell the goods subject to retention of title in the ordinary course of business until the event of realisation (subsection 9). Pledges and transfers of title by way of security are not permitted. (5) It is agreed that in the event that the goods subject to retention of title are processed by the Client, the processing shall be carried out in the name and for the account of the Contractor as the manufacturer and that the Contractor shall directly acquire ownership or co-ownership/fractional ownership (if the processing is carried out from substances of several owners or if the value of the processed item is higher than the value of the goods subject to retention of title) in the ratio of the value of the goods subject to retention of title to the value of the goods subject to retention of title. newly created thing. If no such acquisition of ownership occurs with the Contractor, the Client shall already transfer his future ownership or co-ownership (in the above-mentioned ratio) of the newly created item to the Contractor for the latter's security. If, in this context, the goods subject to retention of title are inseparably mixed with other items or are combined with them to form a single item and one of the other items is to be regarded as the main item here, the customer shall receive from the contractor, insofar as the principal item belongs to the contractor, pro rata co-ownership of the uniform item in the ratio referred to in sentence 1. (6) In the event of a resale of the goods subject to retention of title, the Client shall already assign the resulting claim against the purchaser to the Contractor as a precaution. In the case of the contractor's co-ownership of the goods subject to retention of title, this shall be done on a pro rata basis in accordance with the co-ownership share. The same provision applies to all other claims that take the place of the goods subject to retention of title or otherwise arise in relation to the goods subject to retention of title. This includes, but is not limited to, insurance claims or claims arising from tort in the event of loss or destruction. The Client is revocably authorised by the Contractor to collect the claims assigned to the Contractor in its own name for the account of the Contractor. This direct debit authorization may only be revoked by the Contractor in the event of realization. (7) In the event of access to the goods subject to retention of title by third parties (in particular by bailiffs and seizures), the Client shall be obliged to point out the Contractor's ownership and to notify the Contractor without delay, so that the latter can assert its property rights by means of the. If judicial and extrajudicial costs incurred by the Contractor in this context cannot be borne by the third party, the Client shall be liable to the Contractor for this. (8) Insofar as the value of the goods subject to retention of title as well as the items or claims replacing them exceeds the amount of the secured claims by more than 50%, the Contractor shall release them to publishers of his choice. (9) If the Client violates the contract – in particular in the event of default of payment – the Contractor has the right to withdraw from the contract (case of realisation) and to demand the return of the goods subject to retention of title.

§ 10 Payment

(1) The only payment option shall be prepayment, unless otherwise agreed in writing between the Client and the Contractor. If payment is made by direct debit or credit card (VISA and MASTER card only), the invoice amount will be collected by the customer before the start of production. The bank fees incurred will be invoiced to the client. If you pay by credit card, there is an online processing fee of max. 3%, but at least € 5.95 incl. VAT. in addition. For Saturday deliveries, an additional fee of €6.74 incl. VAT will be charged. . (2) If the Client unjustifiably refuses to accept the goods, the Contractor shall have the right to levy a lump sum for damages of € 20.00 (net). According to §249 para. 2 of the German Civil Code, this sum does not include VAT. If the client can prove less damage, this will be taken as a basis. Likewise, the contractor has the option of proving a higher damage, which then serves as the basis for compensation. Regardless of the lump sum for damages, the amount owed will be invoiced. (3) Invoices are payable immediately upon receipt without deduction, unless there is a written agreement on other payment terms. (4) Both sales personnel and technical personnel shall not be entitled to collect in cash. Payments with discharging effect can only be made directly to the contractor or a bank or postal cheque account specified by the contractor. (5) The Contractor expressly reserves the right to refuse cheques or the exchange of other monetary currencies. Cheques and other currencies are only accepted on account of payment. Discount and bill of exchange charges are due immediately, which are at the expense of the client. (6) If the Client has older debts to the Client, the Contractor shall be entitled to offset payments against the Client's older debts despite provisions to the contrary. The Contractor shall inform the Client of the settlement that has been made. Costs and interest already incurred entitle the Contractor to offset the Client's payment first against the costs, then against the interest and finally against the main service. (7) Payment shall be deemed to have been made only when the Contractor is able to dispose of the amount. In the case of cheques, a payment is not considered to have been made until the cheque has been cashed and can no longer be returned. (8) In principle, an appropriate advance payment or security, e.g. To be required by credit card or guarantee. (9) If, after the conclusion of the contract, a significant deterioration in the financial situation or creditworthiness of the Client becomes known and the fulfilment of the payment claim is jeopardised as a result, the Contractor shall have the right to demand advance payments, to retain the goods and to cease further work. If further deliveries are based on this contractual relationship and the Client is also in default with these, the right of the Contractor referred to in this paragraph shall also apply here. (10) Even if counterclaims and notices of defects are asserted, the Client shall only be entitled to offset, withhold or reduce if the counterclaims have been legally established or are undisputed. However, the Client is also entitled to withhold due to counterclaims arising from the same contractual relationship.

§ 11 Settlements, Approvals and Changes

(1) All invoices issued by the Contractor shall be subject to possible errors. The Contractor may issue a new, corrected invoice no later than six weeks after receipt of the invoices by the Client. After the expiry of six weeks from receipt of the invoice by the Client, the invoice shall be deemed to have been accepted by the Client, unless the Client submits an objection to the Contractor in writing within this period of six weeks, stating the disputed invoice item. This also includes desired changes to the billing address or the invoice recipient. The period of six weeks does not affect the obligation to pay or the obligation to notify defects within the shorter period specified in these General Terms and Conditions.

§ 12 Patents, Copyrights and Trademarks

(1) The Client and its customers shall be indemnified by the Contractor against claims arising from infringements of copyrights, trademarks or patents and the like, provided that the design of a delivery item or the data supplied do not originate from the Client. (2) The Contractor's obligation to indemnify the Client referred to in §12(1) shall be limited in amount to the foreseeable damage. A further prerequisite for the exemption is that the contractor is left to conduct legal disputes. In addition, the alleged infringement must be attributable exclusively to the Contractor's delivery item without connection or use with other products. (3) The Contractor may release itself from the paragraphs and the obligations assumed thereunder if it is either: [a] able to obtain the necessary licenses with regard to the allegedly infringed rights (copyrights, trademarks or patents, etc.) or provides the Client with a replacement in the form of a modified delivery item or part thereof, which, in the event of an exchange for the infringing delivery item or its part, will replace the Infringement allegation regarding the delivery item has been eliminated.

§ 13 Industrial Property Rights and Copyrights

(1) If the rights of third parties (in particular copyright, trademark or patent rights and the like) are infringed by the execution of the order, the Client shall be solely liable for this. With his order, the Client declares that he is in possession of the reproduction and reproduction rights of the documents submitted. In the event of a violation of the law in this regard, the Client shall indemnify the Contractor against all claims by third parties.

§ 14 Commercial Usage and Copyright

(1) Unless a different order has been placed, the commercial practices of the printing industry shall apply in commercial transactions. This includes, among other things, the non-existent obligation to surrender intermediate products such as data, printing plates or lithographs that are created for the production of the end product owed. (2) The Contractor reserves all rights (copyright) for all services provided on behalf of the Client – in particular to graphic designs, text and image marks, layouts, etc. With the Client's remuneration for the Contractor's work, the Client only pays for the work performed itself, but not for the intellectual property rights and, in particular, not for the right of further reproduction. If there is a written agreement, the copyright can be transferred to the client or a third party against payment of a fee. In this case, the rights are only transferred to the client or the third party upon payment of the agreed remuneration.

§ 15 Confidentiality and Publication

(1) The information submitted to the Contractor in connection with orders shall not be considered confidential, unless otherwise expressly agreed in writing.

(2) Unless otherwise instructed by the Client, Peng Commerce GmbH reserves the right to use the images, renderings, graphics, designs and other visual data linked to this order for commercial and promotional purposes, in any digital, printed or electronic media.

§ 16 Data and Order Documents

(1) Data that the Contractor receives from the Client on the basis of the business contract shall be stored by the Contractor exclusively for the purpose of processing the order received. (2) Archiving of the items brought in or sent by the Client, such as templates, data or data carriers, is only possible after written agreement and against a special remuneration beyond the time of handover of the end product. If this is to be done, the contracting authority must take care of it himself in the absence of an agreement. The Contractor cannot be held liable for any damage or loss for any reason whatsoever. An exception is grossly negligent or intentional conduct (see §17). (3) The search for data in the archive (restoring data) as well as its decompression and preparation for further processing is subject to a flat rate of € 25.00 plus VAT. for each archived print job. (4) Other order documents as well as data on CD/DVD/other data carriers cannot be returned. (5) The Client acknowledges that data from the contractual relationship will be stored by the Contractor for the purpose of data processing in accordance with Section 28 of the Federal Data Protection Act. The customer also reserves the right to transmit the data to third parties (e.g. parcel services, insurance companies, etc.) insofar as this is necessary for the performance of the contract.

§ 17 Liability for damages due to fault

(1) In accordance with this §17, the Contractor's liability shall be limited to damages, regardless of the reason (in particular impossibility, defective or incorrect delivery, delay, breach of obligations in contract negotiations and tortious acts), whereby fault is decisive in each case. (2) The Contractor cannot be held liable in the event of [a] simple negligence on the part of its organs, employees, legal representatives or other vicarious agents, gross negligence on the part of its non-executive employees or other vicarious aids, unless it is a violation of essential contractual obligations. The obligation to deliver and install on time and free of defects as well as duties of care, advice and protection that are important for the contractual use of the delivery item by the Client or are intended to protect the life or limb of the Client's personnel or third parties or the Client's property from significant damage are considered essential to the contract. (3) If the Contractor is liable for damages on the basis of §17(2), this liability shall be limited to the damages that were foreseeable for the Contractor at the time of conclusion of the contract as a possible consequence of a breach of contract or which he should have foreseen if he had exercised customary care, taking into account the circumstances that were known to him or that he should have known. In addition, only indirect and consequential damages resulting from defects in the delivery item are eligible for compensation if such damage is typically to be expected when the delivery item is used for its intended purpose. (4) Even if it is a breach of essential contractual obligations, in the event of liability for simple negligence, the Contractor's obligation to compensate for damage to property and personal injury shall be limited to a maximum of twice for all insured events in an insurance year (€6,000,000) and to a maximum of €3,000,000 per injured person. (5) To the same extent, the exclusions and limitations of liability shall also apply in favour of the organs, employees, legal representatives and other vicarious agents of the Contractor. (6) Excluded from any liability are free technical information and consultations provided by the Contractor which are not part of the scope of delivery agreed, owed by the Contractor and set out in the contract. (7) The limitations on the Contractor's liability referred to in this paragraph shall not apply to guaranteed characteristics, in the event of injury to life, limb or health, in the event of intentional conduct or under the Production Liability Act.

§ 18 Final Provisions – Applicable Law, Place of Jurisdiction and Partial Nullity

(1) If disputes arise between the Contractor and the Client as a result of the terms and conditions (insofar as the Client is a merchant, a legal entity under public law or a special fund under public law), the Contractor shall have the choice of choosing Stuttgart as the place of jurisdiction or the registered office of the Client. Stuttgart shall be the exclusive place of jurisdiction for actions against the Contractor. This provision does not affect mandatory business provisions on exclusive places of jurisdiction. (2) The law of the Federal Republic of Germany is the basis of these Terms and Conditions and the entire legal relationship between the Contractor and the Client. (3) If the contract or these General Terms and Conditions contain loopholes, those legally effective provisions for filling these gaps shall be deemed to have been agreed upon which the two parties to the contract would have agreed in accordance with the economic objectives of the contract and for the purpose of these General Terms and Conditions if the loophole had been known. (4) In the event that a provision in these General Terms and Conditions or a provision within the framework of other agreements is or becomes invalid, the validity of all other provisions or agreements shall remain unaffected. (5) If the client is an entrepreneur but not a merchant, a legal entity under public law or a special fund under public law, the provisions mentioned in §18(1) shall also apply.

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INFORMATION ACCORDING TO § 5 TMG:

Peng Commerce GmbH, Hansaallee 190, 40547 Düsseldorf

REGISTRY COURT AND NUMBER: Amtsgericht Düsseldorf, HRB 106288

REPRESENTED BY: Managing Partner: Xuanqi Peng

CONTACT: Telephone: +49 162 587 4094 Email: info@x-print.biz

VAT: VAT identification number according to §27 a of the Sales Tax Law: DE370337440, tax number: 103/5751/3554

DISPUTE SETTLEMENT: We are not willing or obliged to participate in dispute settlement proceedings before a consumer arbitration board.