Terms and conditions of the flyerwire GmbH, 24.03.2010

§ 1 General information area of application
§ 2 Conclusion of the contract
§ 3 Delivery, transfer of risk
§ 4 Payment
§ 5 Reservation of proprietary rights
§ 6 Warranty
§ 7 Liability
§ 8 Deposit
§ 9 Ownership, copyright
§ 10 Data protection
§ 11 Applicabable law, place of performance, court of jurisdiction
§ 12 Severability clause
§ 13 Copyright
§ 14 Additional provision for individualized orders with the use of orefabricated templates/motives (business unit"YOPEG"):

Preface: the following general terms and conditions are a translation of the german version into english. In event of misunderstandings the german version is legally binding.

§1 General information area of application

• The following terms and conditions are applied for all current and future business relations of the flyerwire GmbH, in the following referred to as contractor, which are established via the website http://www.flyerwire.com/ with the customer.
• Customer in terms of these terms and conditions are private clients as well as corporate clients.
• Differing, opposing or additional terms and conditions are, even with knowing, not integral part of the contract, unless its prevalence is expressly approved. Relevant in each case is the valid version of the terms and condition at the time of the conclusion of the contract.

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§2 Conclusion of the contract

• The offers of the contractor are subject to change. Technical as well as other changes are expressly reserved.
• Your orders placed on our website are binding offers for the accomplishment of a contract of sale on the goods offered by us.

• The contract does only become existent, when the contractor has sent an order confirmation via E-Mail to the customer at the latest however with the receipt of the goods.
• The contractor reserve one´s right to withdraw from the contract, in case of subsequent changes of the basis of the contract, which were unforseen at the time of concluding the contract.
• Incoming change requests after the conclusion of the contract are being considered as far as possible and executed following technical state-of-the art procedures. A contractual claim cannot be derived.
• Print jobs/Orders which are infringing upon the constitution of the Federal Republic of Germany or upon ethical base we reserve the right of denying a processing of the order.

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§3 Delivery, transfer of risk

• Subject to a trouble-free course of business you can expect the receipt of your ordered goods within the delivery time displayed on our website. The contractor is not liable for the compliance of these delivery times, unless the delivery time is expressly warranted to the customer via the order confirmation. In this case the duty of replacement is limited to the order value. The delivery date is kept when the commissioned transport company made an attempt of delivery at the communicated date. This applies in particular for Fly-In-Time and NightFly orders."
• The delivery date will be extended for all cases of force majeure the length of the extension will be exactly the time the force majeure existed. Force majeure can be classified particularly as strike, extraordinary natural phenomenons, troubles on the route of transportation, state of emergency, disruptions of operations especially disruptions regarding data lines as far as these disruptions demonstrably have essential influence on the delivery of the goods. In these cases there is no guarantee for the abidance of the delivery time of Fly-In-Time and Nightfly-orders. The same applies in case the delivery time cannot be maintained due to a regional public holiday. In this case flyerwire refunds the Fly-In-time or Nightfly charge. The contractor even then cannot be made responsible for the illustrated circumstances when they occur in times of an existing default.
• The respective invoice will normally be sent with the product and will be found in the package. Having chosen the option "neutral shipment" the invoice will be sent via E-Mail to the customer.

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§4 Payment

• The prices illustrated on our website are valid under the condition that the underlying order data relating to the offer will remain unchanged.
• Advices for customers with turnover tax-exempt delivery
  Is the customer a corporate client with a place of residence in Austria (EU member state) and a valid value added tax identification number (VAT-IDNr.), the invoice will be made out without value added tax (VAT). In case the delivery was taxed due to a misstated VAT-IDNr. a compensation of the VAT is excluded. The same procedure applies if a customer doesn’t state an existing, valid VAT-IDNr at all.
• Customers whose data fail the validation test at the Federal Ministry of Finance due to an invalid or wrong VAT-IDNr. will be contacted via E-Mail (E-Mail address corresponding to the order data) in order to deliver the correct VAT-IDNr. data within a stated period. After the expiration of the stated period the invoice will be made out with declaration of the VAT.This procedure will not be applied for the shipment methods Fly-In-Time and Nightfly. Having chosen these express delivery services please notice that in case of the declaration of a wrong or invalid VAT-IDNr. customers are generally getting an invoice with VAT in order to exercise the guaranteed shipment.

• For orders from non EU member states (Switzerland) invoices are generally made out without VAT (value added tax). We deliver to your delivery address, exklusive custom duties and a import turnover tax of actually 7,6%. The invoice amount actually must not exceed 1.000.- EUR.
• The amount due with the payment method cash on delivery has to be holded ready in a recountable and changeable form.
• Additional costs such as e.g. for packaging, freight, postal charges, insurance and other delivery charges can be taken from the price list. Does a consignment of goods, have to be repeated a second time by request of the customer, due to reasons the customer is responsible for, the incurred costs have to be paid by the customer.
• Following payment methods are available:
  
  1. Cash on delivery
  
  2. Credit card
  
  3. PayPal
  
  4. Cash in advance
  
  This payment method is available for all products except Fly-In-Time- and Nightfly-orders.
  
  For payments fromGermany, Switzerland andotherEU countriespleaseusethe following bank account:
  
  

  Bank:			VR-Bank Coburg eG / Germany
  Bank code:			783 600 00
  Account:			6537677
  Account holder:			flyerwire GmbH
  IBAN:			DE 40 7836 0000 0006 5376 77
  SWIFT-BIC:			GENODEF1COS

  
  
  After having received your payment your goods will be produced and shipped. The payment receipt and the delivery terms will be confirmed via E-Mail.
  

5. Direct debit withdrawal

In case you want to pay with direct withdrawal (direct debit transfer (Lastschrifteinzug)/ or debit entry (Lastschriftabbuchung) you have to delegate a direct debit authority. flyerwire reserves the right to make a credit assessment and due to a negative assessment or an incoming return debit note to disable this payment method. With the direct withdrawal the customer gives flyerwire the authorisation to collect the due amount of the invoice directly from the bank account. Does the collection of the due amount fail due to reasons the customers is responsible for (e.g. incorrect data, revocation or insufficient coverage), flyerwire will charge the customer for inherent bank costs due to the failed transaction. The customer is obligated to inform flyerwire immediately in case the bank details change or in case of having a new bank account the delivery of a new direct debit authorisation.

The payment method debit entry is just available for customers with a German or Autrian Bank account. Direct debit transfer is only available for customers with a German Bank account.

• In case of a non-acceptance of the goods the customer is getting in default of payment. While the default of payment, the private client has to charge the money debt with 5% interest over the base lending rate, corporate clients have to apply the interest rate of 8%. Regarding corporate clients we reserve the right to substantiate a higher amount of interest damages as a result of the default and put it into effect.

• In case an order involves the allocation of high volumes of paper or packaging, special materials or advance flyerwire may demand cash in advance for these goods and services.

• Is the accomplishment of the payment claim compromised due to information which becomes known after the conclusion of the contract (e.g. a decline of the financial circumstances) the contractor has the right to demand cash in advance and the immediate payment of current orders and orders with outstanding receivables. As well the contractor has the right to retain goods which haven´t been delivered yet and stopp processing current orders. These rights are as well entitled to the contractor in case of a default of payment with an outstanding due payment.

• In case customers are sending orders via E-Mail flyerwire has to charge a service fee of 20,- EUR. Exempt from this procedure are data transmissions which cannot be done via the website due to extraordinary technical problems. The customer has to refer explicitly to such occurred problems in the E-Mail.

• In case of a binding cancellation of an order, the customer has to bear all costs incurred.

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§5 Reservation of proprietary rights

• The contractor reserves the ownership of the goods until the complete payment of the invoice amount, in the case of corporate clients furthermore until the complete payment of all liabilities of the current business relation.
• The entrepreneur is entitled to resell the goods within the ordinary course of business. The entrepreneur already now conveys all receivables valued by the invoice sum he is going to resell it to his customer. We accept the assignment of the claim to us. After the assignment the contractor is entitled to collect the claim. We reserve the right to collect the claim the moment the corporate client does not accomplish his payment liability and gets in default of payment. In these cases the contractor can call the customer for the announcement of the assigned claim which means that the customer gives the contractor all necessary information for the collection of the claim, hands over the appropriate documents and informs the debitors (3rd parties) about the assignment of the claim.

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§6 Warranty

• The customer has the obligation to check the contractual correctness of the goods received with the data delivered in each case.
• The customer has the obligation to announce obvious deficiencies in written form within the time limit of 1 week starting after the receipt of the goods. Otherwise the assertion of the warranty claim through the customer is barred. In order to keep the time limit, it is just important that the date of dispatch is within the time limit of 1 week. Obvious damages caused by the transport have to be complained immediately after the handing over. The complaint has to be communicated to the deliverer of the commissioned carrier. Later complaints concerning this matter will not be accepted.
• In case an amendment or a replacement, due to a legitimate complaint, doesn’t come into consideration, the customer will get a credit entry of an adequate amount.
• In case of legitimate complaint private clients have the choice if the supplementary performance will be met through amendment or replacement. The contractor is entitled to deny the way of the supplementary performance if it only can be realized with disproportional costs and the replacement involves no significant disadvantages for the private client. In the case of corporate clients the contractor accomplishes for deficiencies of goods initially by his own choice whether a warranty through amendment or replacement is exercised. In any case the supplementary performance is limited to the amount of the order sum. The same rule will be applied in case of a legitimate complaint regarding the amendment or replacement. In the case of delayed, not exercised or miscarried amendment or replacement the customer however has the right to withdraw from the contract. A liability for a consequential harm caused by a defect is excluded.
• Deficiencies of a part of the delivered goods do not entitle to complain the whole delivery, unless, the part-delivery verifiably is of no interest for the customer.
• For deviations in the quality of the used material the contractor has limited liability that means the liability cannot exceed the value of his own claims against the corresponding supplier. In such cases the contractor is exempt from his liability if he hands over his claims against his suppliers to the customer. The contractor is liable like a guarantor, as far as claims against the supplier through default are not existing or such claims are not enforceable.
• Complaints due to an access delivery or short-delivery within a range of tolerance of the order size of 10% will not be accepted.

• In case the ready for print data, received from customers, does not comply with our file preparation guidelines, we reserve the right to modify them, in order to make it printable. This especially applies for data which is based on RGB colour space or data which contains cmyk colour profiles, data with an incorrect resolution and files (PDF) with embedded fonts. Eventual colour-deviations or losses regarding the quality of the produced good cannot be complained. A total ink coverage over 300% can lead to negative printing results. In this case we reserve the right to automatically convert the clients data with DeviceLink. In this case we reserve the right to convert the data in RGB colour space and then convert it back into cmyk. Please note that this procedure won’t be accepted as a reason for complaint.
• A 10 % colour deviation of the colour value of the print data with the printed goods is within the range of tolerance and does not justify a complaint.

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§7 Liability

• Claims of clients regarding compensation for loss suffered are conditionally the following regulation excluded if the loss was not caused due to intent or cross negligence. This is applied also for simple delinquencies of our vicarious agents.
• The preceding warranty disclaimer is not applied in case the contractor infringes an essential contractual obligation; our duty of replacement in this case is strictly limited to the contract typical predictable losses. Notably the contractor is not liable for lost profit or lost savings.
• The preceding restriction of liability is further not applied for claims for of the orderer according the compensation product liability law.
• The contractor is not liable for eventual data losses of the client which origin due to the use of the homepage.

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§8 Deposit

Print data which is sended to us unasked e.g. data medium or the like we do assume no liability. The received data medium will not be send back.

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§9 Ownership, Copyright

The printing goods and electronical publications are being produced due to the formal and contentual specifications. Due to this reason the customer is liable for his unrestricted authority of the use, passing on and circulation of all the provided data respectively the provided print data (artwork) inclusive text and pictures. The customer further is liable for eventual violations of industrial property rights or copyrights and related rights of his ordered printing goods. Furthermore the customer is liable if contents of his printing product violate any regulations regarding competition protection acts or against public morals.

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§10 Data protection

• According to the Telemedia Act (TMG) the contractor is committed to inform the customer about the manner, extensiveness and purpose of the collection and use of your personal data in the context of processing your order as well about your right of objection of using your anonymous usage profile. Your personal data is kept with confidence and only provided to our executing allied companies for processing your order. Your data will not given to any other companies for the purpose of advertising or market research. Further information regarding data protection you find here.
• By placing an order the customer agrees to the storage, handling and use of the personal data. The acceptance of the storage and purposeful processing of the given data can be cancelled any time in written form or by consignment of an E-Mail to info@flyerwire.com. By doing so we are deleting your complete profile from our database.

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§11 Applicable law, place of performance, court of jurisdiction

1. The law of the Federal Republic of Germany applies exclusively. For consumers who do not conclude the contract in a professional or commercial way the German law applies just insofar as the law, in the country their habitual residence is, does not have binding, coercive law which can be seen as favourable (treats the customer better).
2. The regulations of the UN sales law do not apply.
3. Place of jurisdiction for all contracts with merchants in terms of the law is the registered office of the contractor.

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§12 Severability clause

If single provision of the contract with the customer including these Terms and Condition is or will become partly or completely invalid the validity of the other provisions and the contract itself remain is not affected. The partly or completely invalid provision has to be replaced by a provision which comes close to the invalid provision in terms of the economic success.

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§13 Copyright

All messages, graphics and the layout of the website of the contractor are exclusively there to provide our customer with information. The use is at one´s own risk. All data of this offer are copyright protected; copying and print outs of our homepage are only allowed in the context of an order at flyerwire. Every processing, editing, duplication, distribution and/or public reproduction exceeds the usual use and represents a violation against the copyright, which will be prosecuted and bounds to compensations for damages. The trademark of flyerwire, the company logo, the website headers and navigation bar, graphics and the graphics for the buttons are registered trademarks of flyerwire. All other trademarks, product names and company names respectively logos are wholly owned by the respective owners. All rights reserved.

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§14 For individualized orders with the use of prefabricated templates/motives

(business unit "YOPEG") following additional provisions are applied:
Copyright All offered templates/motives(e.g. calendars) are either copyrighted material of the flyerwire GmbH, respectively being part of owned consolidated companies or copyright protected third parties which is licensed by flyerwire. It is explicitly forbidden to modify or process motives or to reproduce and distribute them in a higher amount than the order amount by producing them elsewhere.

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