Terms and conditions of sale

PROMAXX® Innovative PC Print Media GmbH

1. Terms
Net thirty (30) days from date of shipment, unless otherwise specified in our acknowledgement or invoice.

2. Prices
All prices are F.O.B. plant or warehouse location, including packing for domestic transportation. Orders will be billed at prices in effect on date of order acknowledgement. All prices are subject to change without notice and shall be increased by the amount of any taxes levied. Orders for smaller quantities than those originally quoted shall be filled at the corresponding price for such quantities based on PROMAXX®´s current price list. Prices are excluding VAT (value added tax)

3. Shipments
Dates of shipments set forth in the acknowledgment are estimates only and subject to change. PROMAXX® shall not be liable and assumes no responsibility for any loss or damage sustained by customer due to PROMAXX®´s inability to meet any specified delivery date. Products will be packed in low cost, non returnable, disposable cartons. Unless otherwise specified by the purchaser, PROMAXX® will choose most economical way of transportation.

4. Custom orders
Price quotations for custom orders are based on work performed in accordance with original specifications. PROMAXX® shall not be responsible for errors if work is produced in accordance with purchaser´s approved sketch or drawing.

5. Manufacturing standards
Over/under runs PROMAXX® may change manufacturing processes and materials as long as these changes do not adversely effect the general quality or functionality of the products. PROMAXX® manufactures within tolerances of European Norm EN.20.216. Delivery and billing of up to fifteen percent (15%) more or less than quantities ordered shall constitute filling the order under trade practices, if ordered quantity is 50.000 sheets or more. For smaller quantities deviation may be 20%.

6. Preparatory charges
Purchaser shall be charged for artwork, printing plates and dies at PROMAXX®´s cost. All such charges shall be invoiced at time of first availability, unless otherwise agreed. Artwork, plates and dies remain in the exclusive property of PROMAXX® and will be retained for a period not to exceed two (2) years following last date of shipment.

7. Acceptance
All orders are subject to acceptance by PROMAXX®. 8. Risk of loss Risk of loss or damage to PROMAXX® products shall pass to purchaser upon delivery to a common carrier for shipment.

9. Warranty
All products manufactured by PROMAXX® or its subcontractors are warranted to be free from defects in workmanship and material for a period of 12 months from date of shipment, if products are stored in a clean, cool, humidity controlled environment suitable for selfadhesive materials and similar paper constructions. During the warranty period, PROMAXX® shall, at its option, replace any products shown to PROMAXX®´s reasonable satisfaction to be defective, at no expense to purchaser, or refund the purchase price. The forgoing remedies shall be the purchaser´s sole and exclusive remedies under this warranty or otherwise. It is purchaser´s sole responsibility to determine suitability of products for specific applications. THIS WARRANTY IS IN LIEU OF, AND PROMAXX SPECIFICALLY DISCLAIMS AND EXCLUDES, ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS OF PURPOSE.

10. Warranty in respect to third party patents
All products sold by PROMAXX® are warranted to be free from potential patent infringement claims by third parties. Should customer receive substanciated third party charges claiming proven patent infringement by PROMAXX® products, customer may forward such documents to PROMAXX® and – upon approval of PROMAXX – return all purchased inventory to PROMAXX® for full refund of original purchase value. 11. Limitation of liability PROMAXX®´s liability under it´s warranty or otherwise shall in no event exceed the purchase price of the products purchased and PROMAXX® shall not be liable for consequent damages.

12. Force majeure
PROMAXX® shall not be resonsible for delays or changes in shipment schedules or failure to deliver caused by accident, fires, floodes, earthquakes, labor disputes, government regulation, shortage of material, embargos, insurrection, riot, civil commotion, war, act of GOD, or any cause or contingency beyond its control.

13. Cancellation
Orders in process cannot be cancelled except upon terms that will fully compensate PROMAXX® against loss.

14. Return of product
Products may be returned only with PROMAXX®´s prior written approval, in accordance with the warranty provisions set forth above.

15. Entire agreement
This agreement contains the full and complete understanding between purchaser and PROMAXX® and supersedes all prior understandings, either written or oral, and cannot be modified except by a written instrument signed by both.

16. Choice of law
Place of fulfillment for delivery and payment is Munich, Germany. Any dispute involving products sold outside of Germany will be subject to the jurisdiction of Federal Republic of Germany law, unless mandated otherwise by international law. PROMAXX® Innovative PC Print Media GmbH Hauptstrasse 1e, 85386 Dietersheim Germany PROMAXX is a registered trademark of PROMAXX® IPM GmbH