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pfeilTerms & Conditions
These General Terms and Conditions (also referred to as "General Sales Conditions" or "Agreement") apply to all Orders between ReproLit GmbH (ReproLit) and its Customers, irrespective whether they have been placed via ReproLit's Website www.reprolit.com or through ReproLit's authorized Sales Representatives.

§ 1.) REPROLIT GMBH

ReproLit, acts as agent of graphic designers, photographers or publishers and markets the right to reproduce their Graphic Material internationally by supplying the corresponding digital data in high resolution to its customers.

These General Terms and Conditions (also referred to as "General Sales Conditions" or "Agreement") apply to all Orders between ReproLit GmbH (ReproLit) and its Customers, irrespective whether they have been placed via ReproLit's Website www.reprolit.com or through ReproLit's authorized Sales Representatives.

§ 2.) CUSTOMER

A customer is defined as the person or legal entity that contracts the services described herein and who, as the case may be and within the limitations and restrictions outlined in these General Terms and Conditions, is granted the temporary transfer of the right to reproduce the Graphical Material specified in the Firm Order Sheet or as ordered through the ReproLit Website. This Agreement or any part of it may not be assigned to third parties unless so agreed by both parties in writing.

Whenever a natural person acts and signs a Firm Order on behalf of a Customer's legal entity, he confirms to have the authority to legally bind the Customer to these General Terms and Conditions. Should Customer subsequently dispute the necessary authority had been invested in this representative, he shall personally be bound and liable for any failure of Customer to comply with these General Terms and Conditions.

§ 3.) GRAPHICAL MATERIALS



ReproLit's Sales Collection consists of graphical materials, such as primarily designs, photographs, images and computer assisted graphics as well as any other works of art. Without exception, all Graphical Material shall be supplied in digital files in high resolution and in internationally known formats, such as, for example: psd, eps., qxd., jpg., etc.. Unless otherwise agreed, printed samples will not be supplied. If requested by customer, digital files can be uploaded on F.T.P. or "yousendit" servers. ReproLit will send Customer by separate email the download instructions with the link and, unless otherwise informed in writing within -7- working days, assumes data has been successfully downloaded.

Customer should examine all Graphic Materials for possible defects before initiating any industrial production. ReproLit shall not be liable for any loss or damage suffered by Customer or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Graphic Materials.

§ 4.) FIRM ORDER SHEET



The Firm Order Sheet lists the reference numbers of all selected items and defines the limitations and restrictions regarding the application, the geographical validity and exploitation period as well as agreed upon prices and payment conditions. All General Terms and Conditions apply unless other conditions have been agreed to and are stated on the Firm Order Sheets.

Whenever a natural person acts and signs a Firm Order on behalf of a Customer's legal entity, he confirms to have the authority to legally bind the Customer to these General Terms and Conditions. Should Customer subsequently dispute that the necessary authority had been invested in this representative, he shall personally be bound and liable for any failure of Customer to comply with these General Terms and Conditions.

All orders placed by customers are signed in recognition and acceptance of these General Terms and Conditions and are to be considered to be legally binding unless otherwise agreed upon in writing by both parties.

§ 5.) FINISHED PRODUCT / APPLICATION



The finished product is considered as the product manufactured with the incorporation of Graphic Material From ReproLit and possibly other sources.

§ 6.) INVOICE

The Commercial Invoice is the document provided by ReproLit that shall specify, without limitation, the items selected and the corresponding price to be paid to ReproLit for the temporary transfer of the reproduction right of the specified Designs and Images.

Payments of any fees, taxes and/or duties in connection with the importation of the ordered Graphic Materials are the sole responsibility of the customer. Should a "withholding or transactional taxes" be applicable in his country, customer will inform ReproLit at the time of order placement so that the net amount to be received by ReproLit will be agreed upon.

If Licensee fails to pay the Invoice in full within the period specified in the Invoice, ReproLit may add a service charge of one-and-one-half per cent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

§ 7.) REPRODUCTION



Reproduction is being defined as the process of transferring by means of printing or copying Graphic Materials or parts thereof to the finished product to be manufactured by customer.

§ 8.) REPRODUCTION RIGHT



Unless otherwise specified in the Order Sheet, ReproLit transfers the non-exclusive right to reproduce the Graphical Material for a specified product, for a single country (market) and within the agreed upon validity period, as well as the agreed price and payment conditions. No ownership or copyright in any Graphic Material shall pass to Licensee by the issuance of the temporary reproduction right transfer contained in this Agreement.

Customer is not entitled to use the Graphic Materials for any other than the agreed upon application, nor to manufacture and sell products containing any such Graphic Materials directly or indirectly outside the agreed upon geographical territory, nor after the agreed upon exploitation period. Should customer wish any such modification, ReproLit is to be contacted and will then determine whether complying with the request would be feasible and, in the affirmative, will offer Customer the required extension(s) at an appropriate price.

Authorization to reproduce the Graphical Material shall not, under any circumstances, imply that the Customer is authorized to use the Graphical Material, directly or indirectly, in any form of advertising or publicity for the work, product or publication in which the Graphical Material is included, unless agreed in writing. The right to reproduce the Graphical Material does not imply the granting of any right whatsoever over the image of any person(s) or registered characters appearing in the Graphical Material. It does not imply either the granting of any right to reproduce any trading names, brands, logos, corporate images or other symbols belonging to third parties which might appear in the Graphical Material.

ReproLit shall not be answerable for any disputes arising from the manipulation of the image, or for any mistaken, improper, unauthorised or otherwise incorrect or illegal use of the Graphical Material, in any medium or support, which may harm the interests and/or rights of persons, companies, corporations, official bodies or others and which, in particular, involve a violation of the Constitutional Rights of Persons or which infringe intellectual property.

The Customer shall have the responsibility to obtain, at its own cost and through a written authorization, such as a licensing contract, the right to reproduce such Graphical Materials referred to in the preceding parts of this clause and shall be responsible for correctly using them. Therefore, the Customer shall be solely responsible, with total indemnity for ReproLit, for any infringement of said rights (image rights, intellectual property rights, industrial property rights, copyrights, etc.). ReproLit shall therefore not be responsible and customer will hold ReproLit harmless if any dispute arises from the manipulation of the image, or for any mistaken, improper, unauthorized or otherwise incorrect or illegal use of the Graphical Material in any product, medium or support, which may harm the interests and/or rights of persons, companies, corporations, official bodies or others and which, in particular, involve a violation of the Constitutional Rights of Persons or which infringe intellectual property.

Customer shall be answerable, with total indemnity for ReproLit for any infringement of said rights (image rights, intellectual/industrial property rights, copyright, etc.)

The right to reproduce the Graphical Material according to the limitations outlined above shall be deemed transferred when ReproLit provides the Customer with the digital data and invoice. Should ReproLit's invoice not be paid according to the payment terms agreed upon and, if customer does not comply within 30 days following a written payment request, ReproLit is entitled to debit and customer accepts to pay monthly late payment charges of 1,5%. Furthermore, it is mutually agreed that ReproLit is entitled to revoke the transfer of reproduction rights, in which case customer commits to immediately stop production and sales of products containing the Graphic Materials obtained from ReproLit.

§ 9.) RESTRICTIONS



Customer may not falsely state or insinuate that Licensee is the original creator of a design or image obtained from ReproLit if a substantial part of its artistic components derives from the design or image obtained.

The design or image may not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of ReproLit.

The use of Graphic Material in connection with a subject that could be considered pornographic, defamatory or otherwise unlawful is strictly prohibited, whether directly or in context or with specific subject matter. Customer shall also comply with any applicable regulations and/or industry and ethical codes.

§ 10.) WARRANTY



In case of loss or damage of DVD in transit or in case of connection difficulties arising from telecommunication infrastructures, or transmission failures due to technical problems with the server accessing the Internet or due to Customer's system incompatibilities, ReproLit will assume no responsibility for consequential damages causes by late deliveries. In such cases, ReproLit agrees to re-send the digital files by DVD on a no-charge basis.

ReproLit takes utmost care when incorporating artists, designers, design-studios, photographers, tco stock-agencies and publishers as suppliers of designs and images for its sales collection. All orders to s to suppliers clearly state that reproduction rights for a specific product and country/market are ordered and and, by supplying the requested digital data and the corresponding invoice, supplier confirms to hold and the right to transfer to ReproLit the exclusive and unrestricted reproduction right of the ordered designde s n(s) and and/or image(s).

Having used due diligence in ordering reproduction rights at these purchasing conditions, ReproLit limits its responsibility towards its customer and/or third parties claiming copyright infringements on a particular design or image to provide prove of its legitimate purchase from its supplier.

§ 11.) INDUSTRIAL AND INTELLECTUAL PROPERTY



The content, total or partial, of the ReproLit Website www.reprolit.com , as well as its computer program and database, are the property of ReproLit and are protected by copyright and intellectual property legislation, without prejudice to the rights of third parties. Said content may not be reproduced, distributed nor publicly disseminated in any way, nor stored, without ReproLit's written authorisation.

§ 12.) COMMUNICATIONS



For the provision of all manner of notification and summonses, the Parties hereby designate the addresses set forth in the Firm Order. The Parties shall commit to notify each other of any change in the addresses, phone- or fax number, or in their e-mail address.

Communication shall be deemed sent and received when made in writing by any means which permits confirmation of its reception, especially by fax or e-mail.

This Agreement is intended for business customers of ReproLit and contains all standard terms of the Firm Order to be placed by Customer. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of both parties or issued electronically by ReproLit and signed by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

§ 13.) LEGISLATION AND JURISDICTION



If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable:

For the resolution of any dispute or disagreement arising from the interpretation of and/or compliance with this Agreement not resolved by mutual accord, the Parties submit themselves, expressly renouncing any other applicable jurisdiction, to the authority of the Courts and Tribunals of the of Siegburg (Germany).

Should any of the provisions hereof become invalid, illegal or unenforceable, by virtue of any legal provision or definitive ruling made by any competent judicial or administrative authority, they shall be considered null and void insofar as is applicable in accordance with said provision or ruling, but the Agreement shall otherwise be fully applicable, provided that its spirit is not prejudiced The Parties hereto agree to replace the provision(s) thus affected by another or others which conserve the spirit hereof and have as close as possible an economic effect as that/those replaced.

ReproLit GmbH,
Zeithstr. 108-110,
53819 – Neunkirchen Seelscheid,
Germany

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