General Terms and Conditions of Sale and Delivery (as of 01/01/2025)

valid for:
KAOS/Carbunus Advertising Agency GmbH
Point of Print by KSW – KSW Vertriebsgesellschaft mbH
Poststr. 11, 88239 Wangen im Allgäu

These General Terms and Conditions for Services (hereinafter referred to as GTC) apply only in relation to entrepreneurs (hereinafter referred to as customers) within the meaning of Section 14 of the German Civil Code, i.e., customers who, when concluding the legal transaction, act in the exercise of their commercial or independent professional activity.

All agreements and offers are based on the supplier’s terms. They are deemed accepted upon placing an order or accepting delivery. Deviating conditions of the customer that the supplier does not expressly acknowledge in writing are not binding for the supplier, even if the supplier does not expressly object to them.

1. Price Offer
Price offers are quoted in Euro and do not include VAT. They are subject to the condition that the order data on which the offer is based remain unchanged. Prices are ex works Wangen im Allgäu. They do not include packaging, freight, postage, insurance, and other shipping costs.
Subsequent changes at the customer’s instigation, including machine downtime caused thereby, will be charged to the customer. Subsequent changes also include repetitions of proofs requested by the customer due to minor deviations from the original.
Sketches, drafts, trial typesetting, proofs, samples, and similar preliminary work initiated by the customer will be charged, even if the order is not placed. The provisions of Section 12 apply accordingly.

2. Terms of Payment
Payment of the invoice amount (net price plus VAT) must be made in cash without deduction in Euro within 14 days of the invoice date. For new business relationships, advance payment may be required. Payment by bill of exchange is subject to prior agreement; customary bank charges shall be borne by the drawer. Checks and bills of exchange are accepted only subject to clearance.
For larger orders, interim invoices will be issued according to the work performed. In case of default in payment, default interest of 8% above the respective bank discount rate shall be paid. The assertion of further damage caused by default is not excluded thereby. The supplier assumes no liability for bills of exchange, checks, or other papers given for payment being presented or protested in due time.
The customer is not entitled to a right of set-off or retention without a special agreement, regardless of the legal reason. If a significant deterioration in the customer’s financial circumstances becomes known or if the customer defaults on payment, the supplier is entitled to demand immediate payment of all outstanding invoices, including those not yet due. An interim invoice may also be issued for orders that have been started but not yet completed. The supplier has the right to stop further work on the customer’s current orders. Insofar as the above payment terms are amended in favor of the customer, the customer shall bear all associated costs for the supplier.

3. Retention of Title
The delivered goods remain the property of the supplier until full payment of all claims of the supplier arising from the business relationship with the customer or until clearance of checks or bills of exchange given for them. They may not be pledged or transferred as security without the supplier’s consent before full payment or before clearance of the checks or bills of exchange given for them.
The customer is entitled and authorized to resell the reserved goods only on the condition that the purchase price claim from the resale passes to the supplier. The customer’s claims from the resale of the reserved goods are assigned to the supplier upon conclusion of the contract, and the supplier hereby accepts this assignment. A lien is established on all raw materials and documents handed over by the customer with regard to all claims of the supplier upon handover.

4. Deliveries
Deliveries are ex works, unless otherwise agreed. Shipment is at the customer’s expense and risk. Unless the customer gives specific instructions, the supplier assumes no liability for the cheapest and fastest shipping. Transport insurance will only be taken out by the supplier on the express instruction and at the expense of the customer.

5. Delivery Time
For the duration of the examination of proofs, repro originals, trial prints, production samples, layouts, blueprints, etc., by the customer or their authorized representative, the delivery time is interrupted, namely from the day of dispatch to the customer until the day of receipt of their feedback by the supplier. If the customer requests changes to the order after the order confirmation that affect the production time, a new delivery time begins, and only after confirmation of the changes. If a delivery period is measured in days, only all calendar working days are taken into account for the calculation of the period.
The supplier is not responsible for exceeding the delivery time if this is caused by circumstances for which the supplier is not responsible. Operational disruptions – both in the supplier’s own operations and in third-party operations on which production and transport depend – caused by strike, lockout, war, riot, and all other cases of force majeure, release from compliance with the agreed delivery times and prices. An exceeding of the delivery time and price caused thereby does not entitle the customer to withdraw from the order or to hold the supplier responsible for any damage incurred.
If the supplier defaults on its services, a reasonable grace period must first be granted. After the fruitless expiry of the grace period, the customer may withdraw from the contract.
Section 361 of the German Civil Code remains unaffected. Compensation for damage caused by delay can only be demanded up to the amount of the order value (own performance excluding preliminary services and material).

6. Default of Acceptance
If the customer defaults on acceptance, the supplier is entitled to the rights under Section 326 of the German Civil Code. Instead, the supplier also has the right to withdraw only partially from the contract and to demand compensation for damages with regard to the other part.
If the customer does not accept the delivery within a reasonable period after notification of completion or, in the case of advised shipment, does not accept it immediately, or if shipment is impossible for a longer period due to circumstances for which the supplier is not responsible, then the supplier is entitled to store the delivery either himself at the customer’s expense and risk or to store it with a freight forwarder.

7. Acceptance
(1) If acceptance is legally required or has been agreed between the parties with regard to the services owed by the supplier, the customer shall declare acceptance – including of sub-projects – in writing upon written request by the supplier.
(2) Upon written request by the supplier, the customer shall immediately, but no later than 14 days after receipt of the request, declare acceptance or refusal of acceptance in writing to the supplier. Insignificant defects do not justify a refusal of acceptance. After expiry of this period, the service offered by the supplier for acceptance shall be deemed accepted by the customer (in accordance with Section 640 (1) sentence 3 BGB), provided that the customer has not carried out the acceptance or has refused to declare acceptance without objective reason.
(3) Acceptance shall also be deemed to have occurred if the customer uses the services rendered.

8. Notification of Defects, Warranty, Breach of Duty
(1) Recognizable defects in the service must be reported by the customer without delay, but no later than 12 days after the service has been rendered. Notifications of defects must contain a detailed description of the defect. A notification not made in due time excludes any claim of the customer arising from a breach of duty due to poor performance.
(2) Hidden defects must be reported immediately after discovery, but no later than within the limitation period specified in Section 8 (5). Notifications of defects must contain a detailed description of the defect. A notification not made in due time also excludes any claim of the customer arising from a breach of duty due to poor performance.
(3) Notifications of defects according to Section 8 (1) and (2) must be made in writing. A notification not made in writing also excludes any claim of the customer arising from a breach of duty due to poor performance.
(4) The customer’s warranty claims are initially limited to rectification or – at the supplier’s discretion – to new provision of the service. If rectification finally fails, the customer may claim damages or withdraw from the contract.
(5) The supplier warrants demonstrable defects for a period of one year, calculated from the day of the statutory commencement of the limitation period. This does not apply if the supplier is guilty of malice, gross negligence or intent.
(6) The aforementioned limitation period also applies to competing claims arising from tort – as well as to any claims for consequential damages.
(7) Further claims of the customer due to or in connection with defects or consequential damages, for whatever reason, exist only in accordance with the provisions in Section 9.

9. Liability, Limitation of Liability
(1) The supplier is generally only liable for its own intent and gross negligence and for the intent and gross negligence of its legal representatives and vicarious agents. The liability of the supplier and that of its legal representatives and vicarious agents for slight negligence is therefore excluded, unless it concerns
(a) the breach of essential contractual obligations, i.e. those whose fulfillment characterizes the contract and on which the customer may rely,
(b) the breach of obligations within the meaning of Section 241 (2) BGB, if the supplier’s performance is no longer reasonable for the customer,
(c) injury to life, body and health,
(d) the assumption of a guarantee for the quality of a service or for the existence of a service success,
(e) malice or
(f) other cases of mandatory legal liability.
(2) Unless the supplier can be accused of intentional breach of duty or there is a case of injury to life, body and health or other cases of mandatory legal liability, the supplier is only liable for the typical and foreseeable damage.
(3) The liability of the supplier, with the exception of the cases according to the above Section 9 (1) (a) to (f), is limited for each individual contract in total to a maximum liability sum equal to the order sum.
(4) Any further liability for damages than provided for in the preceding paragraphs is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages due to culpa in contrahendo, due to other breaches of duty or due to tortious claims for compensation for property damage according to Section 823 BGB.
(5) The exclusions of liability or limitations of liability according to the preceding Section 9 (1) – (4) apply to the same extent in favor of the executive and non-executive employees and other vicarious agents as well as subcontractors.
(6) Claims of the customer for damages arising from this contractual relationship can only be asserted within an exclusion period of one year from the statutory commencement of the limitation period. This does not apply if the supplier is guilty of malice, intent or gross negligence, or in the case of a claim based on a tortious act.
(7) The above provisions do not entail a reversal of the burden of proof.

10. Complaints
are only permissible within one week of receipt of the goods. Defects in part of the delivery cannot lead to a complaint about the entire delivery. Only a reduction, but not rescission or damages, can be demanded. The reduction is limited in amount to the sum to be calculated for the defective part of the delivery. The supplier has the right to rectification or replacement delivery. Hidden defects that cannot be found after immediate inspection may only be asserted against the supplier if the notification of defects reaches the supplier within four weeks after the goods have left the delivery plant. Notifications of defects due to faulty manuscripts or original templates cannot be accepted. The supplier does not guarantee dimensional stability and adhesion of films and photographic layers, changes in dyes in chemical layers occurring over time, age-related decomposition of chemical layers and compositions, quality, surface, weight and grain direction of papers, lightfastness, lacquering and calendering ability of colors, printability and surfaces of metals. He is only liable to the extent that certain properties are guaranteed to him by his suppliers. For fault of personnel, liability within contracts is only according to § 831 BGB.
Excess or short deliveries of up to 10% of the ordered edition cannot be complained about. The delivered quantity will be charged. For deliveries of custom-made paper under 1000 kg, the percentage increases to 20% and under 2000 kg to 15%.

11. Material and Data provided by the Client
of whatever kind are to be delivered free of charge to the supplier. Minor residual quantities will not be returned. The storage of customer’s supplies is only carried out against special agreement with the supplier at the customer’s expense and risk. The supplier is not obliged to check the materials and auxiliary materials provided by the client or procured and used at his request for their suitability for the intended purpose.
The supplier is not liable for errors arising during the transfer of data supplied by the customer.

12. Sketches, Drafts, Retouching
as well as photographic images and samples will be charged, even if an order for the production of typesetting, reproductions, or printing plates is not placed.

13. Copyright/Ownership/Rights of Use/References
The supplier may appropriately and customarily sign the advertising materials/digital media produced by them and use the placed order for self-promotion. If this signing is not desired, the customer must state this before placing the order. Subsequent removal of the signature is only possible in online media. The customer is responsible for verifying the right to reproduce all reproduction templates and the right to display final artwork, drafts, and retouches produced according to the order. The supplier assumes no liability for external templates or other items that are not requested by the customer within four weeks after the completion of the order.
The copyright and the right of reproduction of the supplier’s own sketches, drafts, originals, negatives, films, and the like, by any process and for any purpose, remain with the supplier unless expressly agreed otherwise. The supplier’s works may not be altered by the customer or by third parties commissioned by the customer, either in the original or in reproduction, unless otherwise agreed by contract. Any imitation, even partial, is inadmissible. In case of infringement, the supplier is entitled to an additional fee of 2.5 times the originally agreed fee. Further claims for damages may also be asserted by the supplier.
The intermediate steps and operational items used by the supplier for the production of the contractual product, in particular open data (InDesign, Illustrator, Photoshop, etc.), films, clichés, lithographs, and printing plates, punching dies, etc., remain the property of the supplier and will not be delivered, even if they are charged separately. Upon payment of the agreed fee, unless expressly agreed otherwise, the supplier owes the agreed service, but not the intermediate steps that led to this result. The customer can acquire the open files by paying an additional buy-out fee of 150% of the original creation costs.
Suggestions from the customer or other supportive measures only establish co-authorship if this is expressly agreed upon.

14. Insurance
If manuscripts, originals, or other items handed over to the supplier are to be insured against theft, fire, water, or any other risk, the customer must arrange the insurance themselves. Otherwise, only customary care can be demanded.

15. Inspection
Proof copies must be carefully checked by the customer for the correctness of the text and images and their size. Final artwork, printing blocks, machine plates, or copyable films must be checked by the customer for dimensional accuracy, completeness, register, density, color build-up, and their perfect condition for further processing before further processing. The supplier is not liable for errors overlooked by the customer or their authorized representative and their consequences. Changes and corrections made orally and by telephone require written confirmation to be binding.
Minor deviations from the original are not considered a reason for complaint in reproductions in all printing processes. The same applies to the comparison between proof prints and the print run. Renewed proof prints requested by the customer despite only minor deviations are considered author’s corrections and will be charged.

16. Deactivation of Online Services in Case of Payment Default (effective from 01.01.2025)

16.1. The client undertakes to pay the agreed remunerations on time. If the client defaults on payment, we reserve the right to deactivate access to the created website/online services or their provision until the outstanding amount has been paid in full.

16.2. Before deactivation, we will set the client a final payment deadline of 7 calendar days and explicitly point out the impending deactivation.

16.3. Even in the event of deactivation, the client remains obliged to pay the outstanding amount as well as any default interest and additional costs incurred in connection with the restoration of the website.

16.4. We assume no liability for damages or losses incurred by the client or third parties due to the deactivation of the website, insofar as this is due to a payment default by the client.

17. Storage
of data carriers, printing plates, montages, copy films or color separations of all kinds after completion of the order will only take place by prior agreement without assumption of storage risk and must be remunerated separately.

18. Oral Agreements
require written confirmation to be binding.

19. Place of Performance and Jurisdiction
For all claims and disputes arising from the contractual relationship, including actions on bills of exchange and documentary proceedings, the place of performance and jurisdiction shall be the supplier’s registered office.

20. Partial Invalidity
Should individual provisions of these General Terms and Conditions of Business and Delivery be or become ineffective, the validity of the remaining provisions shall remain unaffected.

21. Data Protection
By concluding and executing contracts for the provision of services to improve the online presence of businesses, the customer agrees to the collection, processing, and use of their personal data. The type and scope are set out in our data protection policy.
Available at:

www.kaos.de/datenschutz

22. AI Usage (Artificial Intelligence) (supplemented/valid from 01.10.2025)

22.1 Principle and Duty of Care
(1) The supplier is entitled to use Artificial Intelligence (AI) systems and tools (e.g., for generating texts, images, videos, graphics, or code) to fulfill the order and optimize internal processes.
(2) Notwithstanding the use of AI systems, the provision of the contractually owed service, in particular the intellectual creation and final design, shall always be carried out by a natural person (employee or commissioned third party of the supplier). The supplier shall apply customary diligence in the selection, use, and review of AI results and critically examine the results for their factual correctness and plausibility (quality over speed).

22.2 Copyright and Usage Rights
(1) The customer is hereby informed that, based on the current legal situation, AI-generated content does not constitute a copyrighted work within the meaning of § 2 para. 2 UrhG, provided that the necessary level of intellectual creation is not achieved by human intervention.
(2) In the event of the use of AI systems, it is the customer’s responsibility to observe the necessary distinction between AI-generated content and content created by human endeavor from a copyright and ancillary copyright perspective. The customer bears the risk of the availability of usage rights and is responsible for the desired protectability of the end product.
(3) Insofar as the customer provides the supplier with input data (e.g., texts, images, music, prompts) for AI processing, the customer guarantees that these data are free from third-party rights and that no conflicting rights or licenses prevent their use, editing, and processing by the supplier using AI tools. The customer indemnifies the supplier from any third-party claims arising from the breach of this guarantee.

22.3 Labeling and Transparency Obligations
(1) The supplier shall, if the end product has been generated entirely or partially by AI systems, observe the applicable legal requirements for labeling and transparency obligations in accordance with the provisions of the EU AI Act or other applicable laws.
(2) The customer undertakes to retain these labels of the supplier in the final publication and, if necessary, to make their own additional labels in accordance with their usage obligations.
(3) Claims arising from a violation of the prohibition of manipulation by AI-generated content shall only accrue to the customer against the supplier if the supplier has grossly negligently or intentionally failed to carry out the examination owed to ensure diligence (Section 22.1 para. 2).