Terms and Conditions

Solely our terms set forth below shall apply. No contradictory rulings or rulings differing from our terms will be recognized. Inasmuch as rulings in these terms are subject to the reservation of there being a different contractual agreement, this applies to individual agreements only and not to general terms of business which the other contractual partner may incorporate into the contract. The sales consultants and field staff of Sachsen Fahnen GmbH & Co. KG (hereinafter called SF) are only authorized to accept declarations of intent and to broker contracts. They hold no power of representation enabling them to make and amend contracts, unless they have power of representation with a scope prescribed by law. The principles of apparent authority or authority by estoppel are not prejudiced hereby. An order is only deemed to have been placed and have legal effect if acknowledged in writing by SF management. Verbal agreements made between customers and SF employees are only effective when acknowledged in writing by SF management

All prices quoted in tenders, brochures and catalogues are without commitment. The prices are quoted net (not including statutory VAT). The quoted prices are subject to supply of all necessary customer designs which must have been graphically processed in compliance with the artwork instructions supplied by SF. Charges apply at the then current hourly rate for any requested amendments or necessary graphical processing. Small orders under 100 EUR will be dispatched at the customer’s expense without deduction of a discount, this being either by COD or subject to advance payment. Items can only be collected from the works subject to cash payment. If, between submission of the tender and execution of the order, there is a rise in prices caused by increases in material or wage costs, SF has the right to amend prices as prescribed under Section 315 para. 3 of the German Civil Code. This shall apply during the first 4 months after the making of the contract but only if the customer is an entrepreneur. If price rises represent an increase by more than 5% of the total original price, the customer has the right to rescind the contract within 14 days of receipt of the rise.

If contractual supply periods have been agreed, the customer must ensure that SF receives in due time the designs and computer files required for processing of theorder. In respect of printed data, the customer is liable for there being no infringement of copyrights, trademark rights and other property rights of third parties orcompanies. The drawings, drafts, provisional templates, films, computer files or other design material prepared by SF for the processing of the order shall remainthe property of SF and may only be amended or passed on to third parties in agreement with SF. Material relating to the order will be kept for 2 years in the formof production files. Subsequent follow-up orders will be subject to payment of a share in the costs of reactivating these designs. Charges will be made at the thencurrent hourly rates.

If items are to be produced using customer designs, SF will reproduce such designs as perfectly as possible. SF reserves the right to make minor deviations incolour and representation which may result from technical limitations of textile printing and from differing colours on different types of background materials.Such deviations do not constitute grounds for complaint. This also applies to printing samples in comparison with series production. The customer agrees toaccept any customary excess or short supply by up to 10% in respect of items made to order. Deviations in width and length by +/- 5% are unavoidable as aresult of technical production procedures and thus do not constitute grounds for complaint.

The supply periods quoted and prescribed are non-binding, unless SF has given an express guarantee that the supply period will be observed. The quoted supplydate usually refers to the date of shipment ex works. If the supply date is exceeded, the customer must first set an extension period of 14 days for completion orsubsequent performance of the contract and cannot rescind the contract and/or require damages instead of performance until this extension period has expired.The scope of such damages is defined under Section 10. The goods are shipped at the expense and risk of the customer. Transportation and packaging costs willbe paid by the customer. SF shall not be liable if there are delays in production or supply or if such production or supply becomes impossible for reasons for whichSF is not responsible. Such reasons can, in particular, be amendments or failure to supply necessary material or drawings or delayed supply of the same. SF has theright to make partial deliveries and to bill them.

When supplying flagpoles, SF accepts no liability for the necessary technical requirements being met or for statics, lastening or base. It is the responsibility ofthe customer to erect flagpoles, to complete the associated study of technical prerequisites and to arrange for the same. Large fabric images are subject to veryvarying weather influences, especially when positioned outside, and the size of the advertising surface, selection of basic material, fabrication and erectiontechnology have a decisive influence on proper and safe use of the product. Consultation of a project manager with knowledge of local conditions is alwaysrecommended. SF’s product warranty is limited to resistance to tearing, light fastness and washability under laboratory conditions. For products with a surfacearea of Iess than 25 m2, the customer should request SF’s production and erection recommendations before placing an order. For advertising surfaces with abasic area of more than 25 m2, the customer must always arrange for planning work to be done before placing an order. SF will not accept any liability whichis due to the customer’s failure to consider specific application conditions and/or improper erection/use.

Notices of complaints will only be accepted if submitted to SF in writing within 8 days of receipt of the goods. If the customer is not an entrepreneur, this exclusionperiod only applies to obvious faults. No warranty will apply if the customer fails to observe the supplied instructions for care and erection or if said customer hasprocessed the goods or taken them into operation. Usual wear and tear resulting from use does not constitute a reason for complaint. If complaint notices arejustified, SF has the right either to remedy the defect or to supply a non-defective replacement within 14 days of receipt of the returned goods. In such a case, SFwill pay the necessary shipment costs. If subsequent performance proves unsuccessful, the purchaser can do no more than reduce the purchase price or rescindthe contract. The limitation period for the customer’s warranty right is 1 year as of receipt of goods. This limitation reduction only applies if the customer is anentrepreneur. This liability reduction for the limitation period does not apply in cases in which SF is liable due to intent or in cases in which a defect has beenmaliciously concealed or in which a warranty has been given for product qualities.

If the invoiced amount is paid within 8 days of the date of the invoice (the date of receipt in SF’s account is the criterion here), a discount of 2% will be allowed,provided that nothing has been agreed to the contrary. Deductions of discounts are not permitted if older invoices payable by the customer are still outstandingand their due date has been exceeded. Payment by bill of exchange or cheque is only permitted if expressly approved by SF. Offsetting against counter-claims isnot permitted unless the counterclaim is undisputed or has been established in a legally final form.

The goods supplied remain the property of SF until all outstanding claims and subsidiary claims have been paid in full. The customer is permitted to resell theconditional goods in the course of due business only, inasmuch as said customer’s financial position does not deteriorate. The customer hereby assigns to SF theclaim, including all subsidiary rights, resulting from resale of the conditional goods. SF accepts this assignment. If assertion of this claim becomes necessary, thecustomer must provide SF with all necessary information and permit verification of such information.

Damage claims resulting from breaches of obligations are restricted to compensation for foreseeable losses and to the amount of the purchase price payable.This does not apply to intent and gross negligence on the part of SF, its legal representatives and vicarious agents or in the event of injury to life, body and health.

The customer agrees on the recording and processing of his personal data in a database. All data provided by the customer is subject to the obligation of secrecyand is not accessible to third parties without a written document of authorisation by the customer, exempt from a legal or official order.