GENERAL TERMS AND CONDITIONS OF SALE (GTC)
Sale and Delivery of Products (B2B)
Apograph GmbH, Hanauer Straße 4, 75181 Pforzheim, Germany (hereinafter “Apograph”)
As of: September 2026

§ 1 Scope, Entrepreneur Status and Precedence of These Terms

1. Where their application has been agreed, these GTC apply to all contracts between Apograph and its customers for the sale and delivery of goods, including contracts for goods that Apograph produces, has produced, processes, prints, inscribes, customizes or assembles from various components on behalf of the customer or according to the customer’s specifications. This applies regardless of whether the contract is concluded via Apograph’s online shop, on the basis of a quotation, by email, by telephone, in writing, in person, at a trade fair or by any other means. The goods include, in particular, coins, medals, coin medals, collectible products, presentation and packaging solutions, and standardized or customer-specific ApoPAXX products.
2. These GTC do not apply to separately commissioned coating, finishing, development or other services, unless their application has been expressly agreed for such services.
3. These GTC apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). An entrepreneur is a natural person, legal entity or partnership with legal capacity that, when concluding the legal transaction, is acting in the exercise of its commercial or independent professional activity. By placing an order, accepting a quotation or concluding the contract, the customer confirms that it is an entrepreneur within the meaning of § 14 BGB. Contracts with consumers within the meaning of § 13 BGB are not concluded on the basis of these GTC.
4. Deviating, conflicting or supplementary general terms and conditions of the customer, in particular purchasing terms, do not become part of the contract, even if Apograph does not expressly object to their application, performs services without reservation or accepts payments.
5. Individual agreements between Apograph and the customer take precedence over these GTC. Otherwise, deviations from these GTC require the express confirmation of Apograph in text form. A mere reference by the customer to conflicting terms, for example in ordering portals or “supplier terms”, is not sufficient.
6. For contracts already concluded, the version of these GTC incorporated at the time of contract conclusion applies. A subsequent amendment of the GTC does not affect contracts already concluded.

§ 2 Coins, Medals, Weight Specifications and Reference to Cryptocurrencies

1. Apograph sells, among other things, coins, medals and coin medals. Products designated as medals or coin medals are collectible and/or trading items. They are not legal tender and are not to be used as such. The designation “coin medal” serves in particular to distinguish these collectible products from, for example, sports medals, badges or decorations.
2. Products designated as coins may be legal tender of the respective issuing state. Any face value shown does not necessarily correspond to the sales price, metal value or collector’s value of the product.
3. Symbolic specifications. Individual products may bear symbolic values, in particular satoshi values as units of the cryptocurrency Bitcoin. These specifications are exclusively symbolic and decorative in nature. They give rise to no claim of the customer to Bitcoin or other crypto assets, nor to any ownership, power of disposal, access, or claim to payout or retransfer in respect thereof.
4. Voluntary symbolic blockchain gesture. In connection with individual product series, Apograph may voluntarily transfer a number of its own satoshis, determined by Apograph, to a publicly designated blockchain address, in particular the so-called Genesis address. The transfer is made exclusively from Apograph’s own holdings, in its own name, for its own account and on the basis of Apograph’s own decision. It is made neither in the name of, nor on behalf of, nor for the account of the customer. The customer provides neither money nor crypto assets for this purpose and does not issue any crypto asset transfer order to Apograph. No portion of the purchase price is treated as the customer’s assets, or shown or held as an amount to be transferred for the customer.
5. Voluntary nature and discontinuation for the future. Apograph may change, suspend or discontinue the voluntary practice described in para. 4 at any time with effect for future sales. Purchase contracts already concluded remain unaffected.
6. Design and educational purpose. Where a transaction is documented for a specific item, it forms part of the overall design and educational concept of the respective product series. The transaction hash stated on the product certificate is intended in particular to make it possible to understand, using a concrete example, the public documentation of a blockchain transaction, such as its transaction hash, its timestamp, the recipient address and its display in a block explorer. The transaction and its documentation thus serve as an ideal, conceptual and digital illustrative element of the physical product, as well as for documentation, provenance, information, illustration and educational purposes. Apograph does not owe any individual training, advice or instruction on the use of Bitcoin, crypto assets, wallets or block explorers, unless separately agreed.
7. No rights of the customer in the satoshis. The assignment of the transaction hash to a specific item creates solely a documentary and symbolic link between the transaction carried out by Apograph and the product. It does not create any legal or technical assignment of the transferred satoshis to the product or to the customer. In particular, the customer acquires neither ownership nor power of disposal, beneficial entitlement or other rights in the transferred satoshis. The customer receives no private key and no other means of access to the recipient address. Apograph owes neither the later availability, usability or retransfer of the satoshis nor any particular economic value.
8. Bitcoin Genesis address. To the best of current knowledge, the satoshis transferred to the Genesis address are practically removed from free circulation. However, Apograph does not guarantee that the recipient address is permanently unavailable or that no one currently or in the future has a means of access.
9. No crypto asset services or investment advice. In connection with the sale of the goods, Apograph does not offer any transfer, custody or management of crypto assets for customers. Apograph does not hold crypto assets or private keys for customers. The purchase of goods does not establish any participation in a blockchain project, cryptocurrency network or other digital asset structure. The symbolic blockchain gesture, its explanation and its documentation constitute neither investment advice or an investment recommendation nor an invitation to acquire, sell or hold Bitcoin or other crypto assets. Apograph assumes no warranty for the permanent availability of particular block explorers or the display of a transaction there.
10. Weight specifications. Due to the manufacturing, material and minting process, the actual weight of a coin medal may deviate from the stated nominal or fine weight within the manufacturing tolerances customary in the industry.
11. Minor weight deviations do not constitute a material defect, provided that the material composition and fineness agreed for the respective product are complied with and the deviation lies within the manufacturing tolerance stated in the binding product description or order confirmation or, where no specific tolerance is stated there, within the manufacturing tolerance customary in the industry.
12. The inscription “21,000,000 µg” minted on individual coin medals, in particular on products of the “Satoshi Silver” brand, refers in design and symbolic terms to the maximum total quantity of around 21 million units generally associated with Bitcoin. Arithmetically, the inscription corresponds to a nominal weight of 21 grams. However, the inscription in micrograms does not constitute an assurance of an actual weight fixed in micrograms.
13. The product-specific weight specifications in grams or ounces in the binding product description or order confirmation are decisive.

§ 3 Customer-Specific Goods, Print Data and Approval

1. Customer-specific goods. Apograph offers, in particular, ApoPAXX products as well as further presentation, packaging and collectible products that are individually manufactured, printed, inscribed or assembled according to the customer’s specifications (hereinafter “customer-specific goods”). The type and extent of the customization result from the respective product description, the order and the order confirmation.
2. Customer information. The customer is obliged to provide all information required for production completely, correctly and within the deadlines set by Apograph. This includes, in particular, product dimensions, coin or medal diameters, material thicknesses, texts, names, numbering, logos, images, colors and other design specifications. The customer is in particular responsible for spelling, figures, contact details, product designations, translations and legally required labeling.
3. Requirements for print and design data. Print, image and design data to be provided by the customer must meet the requirements stated in the product description, the quotation, the shop, the print templates or Apograph’s technical specifications. This concerns in particular file format, file size, resolution, bleed, safety margins, color mode, color profile, fonts and line weights. Templates, die-cut contours and technical specifications provided by Apograph must be used in their respective current version and must not be altered.
4. Additional costs or delays caused by incomplete, faulty data or data that does not meet the technical specifications shall be borne by the customer, provided the customer is responsible for the cause. Apograph will inform the customer before significant additional costs arise.
5. Technical preflight check. Where Apograph offers an automatic or manual technical preflight check of the transmitted files, this is limited to the expressly stated technical check criteria. In particular, it does not constitute a complete review of content, design, spelling, grammar, translations, color appearance or legal admissibility. A successful preflight check does not mean that the data is free of errors in content or design. Apograph is not obliged to detect errors that lie outside the expressly stated scope of the check.
6. If Apograph identifies obviously faulty, incomplete or technically unsuitable data, Apograph may suspend processing and request the customer to submit corrected data. Delays resulting therefrom extend agreed or announced production and delivery times appropriately.
7. Proof and approval. Where a digital proof, print preview, sample or other approval is provided for a product, production begins only after the customer’s express approval in text form. The customer must check the documents in particular for texts, spelling, figures, translations, layout, positioning, dimensions, die-cut contours and completeness.
8. By giving approval, the customer confirms that the submitted design corresponds to its specifications and may be used for production. Errors that were recognizable in the approved documents and that the customer could have detected upon proper review do not constitute a material defect, provided Apograph did not cause the errors in question after approval or fraudulently conceal them.
9. Start of production and delivery times. Production of customer-specific goods begins only when the contract has been concluded, any agreed advance payment has been received in full, all required information and data are complete and technically usable, and any required approval has been given. Production and delivery times begin at the earliest upon full satisfaction of these prerequisites. Delays in data transmission or approval postpone the deadlines accordingly.
10. Changes after approval or start of production. Changes requested after approval or the start of production require Apograph’s consent. Apograph is not obliged to accept such changes. Where a change is still possible, Apograph may charge the resulting additional costs, services already rendered, materials used and necessary remanufacturing. Delivery times are extended appropriately. Apograph will inform the customer of the expected additional costs before implementing the change.
11. Color, material and manufacturing tolerances. Displays on screens, digital print previews and non-color-binding printouts may deviate from the actual appearance, in particular due to differing screen settings, color profiles, printing processes, materials and surfaces. Minor deviations in color, dimensions, cutting, folding, gluing, printing and positioning that are technically unavoidable or customary in the industry do not constitute a material defect, provided they do not significantly impair the agreed quality or the ordinary use of the goods.
12. Minor color deviations between different production batches, and between screen display, proof, banderole, certificate and finished product, are permissible. Expressly agreed reference samples, color specifications and product-specific tolerances remain decisive. Special requests and color specifications, for example according to a color matching system, are binding only if Apograph has expressly confirmed them in text form.
13. Production-related over- and underdeliveries. For customer-specific goods, minor over- or underdeliveries may occur for production-related reasons. Unless otherwise agreed in the product description, the quotation or the order confirmation, over- or underdeliveries of up to 10% are permissible for order quantities of up to and including 500 units, and of up to 5% for order quantities of more than 500 units. The permissible deviation does not constitute a material defect. The quantity actually delivered is invoiced. In the event of an underdelivery, the purchase price is reduced accordingly; there is no claim to subsequent delivery of the shortfall lying within the permissible tolerance. Where an exact delivery quantity is expressly promised, over- or underdeliveries are permissible only with the customer’s consent.
14. Fit and product dimensions. Where customer-specific inserts, holders or packaging are manufactured on the basis of dimensions provided by the customer, the customer is responsible for the correctness and completeness of those dimensions. Apograph is not liable for an unsuitable fit to the extent that it is based solely on incorrect or incomplete dimensions provided by the customer or on subsequent changes to the product to be inserted. Where Apograph itself determined the dimensions or expressly confirmed their suitability, the statutory rights in respect of defects remain unaffected.
15. Rights in customer content. The customer warrants that it holds all rights and authorizations required for the contractual use, processing, reproduction and production of the texts, images, logos, trademarks, designs, fonts and other content it submits. It grants Apograph, for the duration and for the purpose of performing the contract, the necessary non-exclusive rights of use. Apograph may technically process the content to the extent required for production and pass it on to production, printing, shipping and other service providers engaged in performing the contract.
16. Third-party claims. The customer shall indemnify Apograph against justified third-party claims based on the fact that content provided by the customer or expressly specified by the customer infringes third-party rights when used in accordance with the contract, in particular copyrights, trademark rights, design rights, patent rights, name rights or personality rights. The indemnification applies to the extent the infringement originates from the customer’s sphere of responsibility or risk. It does not apply to the extent Apograph caused the infringement by an unauthorized deviation from the customer’s specifications or by processing for which Apograph is responsible. The indemnification includes the necessary and reasonable costs of legal defense. Apograph will inform the customer without undue delay of any claims asserted and, where reasonable, give the customer the opportunity to participate in the legal defense. Apograph will neither acknowledge claims nor enter into a settlement without the customer’s consent, provided prior coordination is possible and reasonable.
17. Inadmissible content. Apograph may refuse production or delivery if content provided by the customer violates statutory provisions, official orders, third-party rights or public morals, or if its production cannot reasonably be expected of Apograph for any other legitimate reason. In the event of justified doubts, Apograph may request suitable evidence of the right of use or of legal admissibility and suspend production until the matter is clarified.
18. Cancellation of customer-specific orders. After conclusion of the contract, the customer has no contractual right to freely cancel customer-specific goods. Statutory rights of withdrawal and termination remain unaffected. If Apograph agrees to a cancellation as a goodwill gesture, Apograph may charge for the services rendered up to that point, materials procured or processed, third-party costs and other demonstrably incurred expenses. The customer remains free to prove that no costs, or substantially lower costs, were incurred.

§ 4 Formal Terms and Legally Relevant Declarations

1. Text form within the meaning of these GTC is text form (Textform) pursuant to § 126b BGB, in particular email.
2. Legally relevant declarations of the customer to Apograph, for example notices of defects, setting of deadlines, declarations of withdrawal or price reduction, must be made at least in text form.
3. Unless expressly provided otherwise in these GTC, text form is sufficient for declarations and agreements. Statutory formal requirements and the precedence of individual agreements remain unaffected.

§ 5 Offer, Order and Conclusion of Contract

1. Quotations, cost estimates, price lists and other declarations of Apograph are non-binding and subject to change, unless they are expressly designated as binding or contain a specific acceptance period.
2. Regardless of the ordering channel used, an order by the customer constitutes a binding offer to conclude a purchase contract for the goods specified therein. The customer is bound to its order for ten business days, unless otherwise agreed.
3. The contract is concluded by an express order confirmation from Apograph in text form, by notification of readiness for collection or shipment, or by handover of the goods to the customer or the carrier. If the customer accepts an expressly binding offer from Apograph within the deadline and without changes, the contract is concluded upon receipt of the declaration of acceptance by Apograph.
4. For orders in the shop, the following additionally applies: The presentation of goods does not constitute a legally binding offer but an invitation to place an order. By clicking the final order button, the customer submits a binding order. An automatic acknowledgment of receipt merely documents receipt of the order and does not yet constitute acceptance, unless it is expressly designated at the same time as an order confirmation.
5. Orders placed by telephone or orally and agreements made in this way generally become binding only once Apograph confirms them in text form or accepts them by performance. The precedence of demonstrable individual agreements remains unaffected.
6. Statements in a product description are binding to the extent they are expressly designated as “product specification”, “technical data”, “binding product features” or in a comparable manner as binding, or are included in a binding offer or an order confirmation. This applies in particular to statements on type, material, fineness, nominal or fine weight, dimensions, mintage, design and scope of delivery. Other descriptions, images, illustrations, background designs and promotional statements serve the general presentation of the product and constitute neither an agreement on quality nor a guarantee. However, they remain decisive for the objectively expected quality, unless a permissible deviating provision has been made in the binding product specification. Minor deviations that are technically unavoidable or customary in the industry remain permissible within the scope of these GTC and expressly stated product tolerances.
7. Obvious typographical, calculation, display or transmission errors in quotations, order confirmations, product documents or in the shop do not create a binding agreement on quality or price, provided the customer recognized the error, or should have recognized it, applying the care customary in business. Apograph will inform the customer of the error without undue delay and, where possible, offer to conclude or continue the contract on the corrected terms. A contract on the corrected terms is concluded only upon the customer’s express acceptance thereof. Statutory rights of rescission remain unaffected.
8. Apograph may reject an order before conclusion of the contract, in particular in case of doubts as to entrepreneur status, lack of availability or incomplete order details.
9. The contract language is German. For orders in the shop, the customer can retrieve the contract terms, including these GTC, at the time of contract conclusion and save them in reproducible form. Apograph confirms receipt of a shop order without undue delay by electronic means. For all ordering channels, the incorporated contract documents are provided or made accessible to the customer no later than with the quotation or the order confirmation.

§ 6 Prices, Incidental Costs, Value Added Tax and Precious Metal Prices

1. All prices stated by Apograph are net prices in euros and are exclusive of statutory value added tax, unless expressly stated otherwise. Value added tax, where applicable, is shown separately in the ordering process, in the quotation, in the order confirmation or in the invoice.
2. Costs for packaging, shipping, transport and insurance, as well as customs duties, import charges and other public levies, are not included in the price of the goods, unless otherwise stated in the shop, the quotation or the order confirmation. Where Apograph charges these costs, they are shown separately in the ordering process, in the quotation or in the order confirmation.
3. Prices and product offerings may be changed at any time for future orders. For the individual contract, the price displayed in the shop when the order is placed, or stated in the binding quotation or the order confirmation, is decisive, unless an effective precious metal price adjustment has been agreed as set out below.
4. Tiered prices and special terms apply exclusively where the respective stated conditions are met.
5. A precious metal price adjustment after conclusion of the contract takes place only if it is expressly provided for in the product description or order confirmation and the affected precious metal, the reference quotation used, the reference point in time, the precious metal component included in the price and the calculation method are stated there. If the agreed reference quotation changes by more than 5% relative to the reference value after conclusion of the contract and before the cut-off date agreed for procurement or production, only the stated precious metal component is adjusted upward or downward accordingly, according to the agreed method.
6. Apograph will inform the customer without undue delay in text form of the adjusted price. The customer may withdraw from the affected contract within five business days after receipt of the notification. Until the expiry of this period, Apograph may suspend production. If the customer does not exercise its agreed right of withdrawal, the price determined using the previously agreed calculation method applies.

§ 7 Payment, Default in Payment, Set-Off

1. Delivery is generally made against advance payment, unless another method of payment is offered or agreed in the shop, in the quotation or in the order confirmation. In the case of advance payment, the invoice amount is due immediately and without deduction. Apograph begins production or delivery only after full receipt of payment, unless otherwise agreed.
2. If purchase on invoice or a payment term is expressly agreed, the invoice amount must be paid within the stated period without deduction. There is no entitlement to a particular method of payment or a particular payment term. In the event of justified doubts as to solvency or willingness to pay, Apograph may demand advance payment or reasonable security and withhold further deliveries until it is provided.
3. In the event of default in payment, default interest applies at nine percentage points above the respective base interest rate pursuant to § 288 para. 2 BGB. Apograph reserves the right to claim the statutory flat-rate default compensation and any further damage caused by default.
4. In the event of default in payment, Apograph may refuse further deliveries, including under other contractual relationships, until the due claims have been settled in full. After unsuccessful expiry of a reasonable grace period, Apograph may withdraw from the contract and demand the return of goods subject to retention of title. Further claims remain unaffected.
5. The customer may set off only with undisputed counterclaims or counterclaims established by a final court decision. It may exercise a right of retention only to the extent it is based on the same contractual relationship. Counterclaims arising from the same contractual relationship remain unaffected by the restriction on set-off.

§ 8 Delivery, Delivery Times, Transfer of Risk and Availability

1. Place of delivery and FCA. Unless expressly agreed otherwise, delivery is made exclusively FCA Apograph GmbH, Hanauer Straße 4, 75181 Pforzheim, Germany, Incoterms® 2020. Apograph fulfills its delivery obligation by loading the goods at the named place of delivery in Pforzheim onto the means of transport provided by the customer or by the carrier engaged by the customer. Upon completion of loading, the goods are deemed delivered to the customer in Germany. At that point, the risk of accidental loss and accidental deterioration, as well as the costs and responsibility for further transport, pass to the customer. Apograph undertakes solely the export clearance owed under FCA. The customer assumes further transport and import clearance in the country of destination.
2. Organization of transport on behalf of the customer. If the customer, in the ordering process or otherwise, instructs Apograph to organize transport to a place outside Germany, Apograph acts in organizing the transport exclusively on behalf of, and at the cost and risk of, the customer. The organization or commissioning of transport by Apograph changes neither the place of delivery in Pforzheim nor the transfer of risk taking place there. In particular, it does not create any obligation of Apograph to deliver the goods in the country of destination, to import them there, or to ensure their country-specific marketability.
3. Delivery times. Delivery and production times are non-binding guide values, unless Apograph has expressly confirmed them as binding in text form. In the case of advance payment, they begin upon full receipt of payment, otherwise upon conclusion of the contract, but at the earliest after the customer has fulfilled all cooperation, data and approval obligations.
4. Partial deliveries. Partial deliveries are permissible to the extent they are reasonable for the customer. Additional costs are charged to the customer only if the partial delivery is made at its request or is the customer’s responsibility.
5. Availability. Apograph may withdraw from the contract if goods assumed to be available at the time of contract conclusion are not available due to an inventory discrepancy for which Apograph is not responsible, simultaneous orders or a technical synchronization error, or if Apograph, despite a timely and congruent covering order, is not supplied through no fault of its own. Apograph will inform the customer without undue delay and refund payments already made without undue delay. Claims for damages are governed by § 12.
6. Force majeure. Events of force majeure that temporarily prevent Apograph from performing through no fault of its own extend delivery times by the duration of the disruption plus a reasonable restart period. These may include, in particular, natural disasters, pandemics, lawful labor disputes, official measures and significant supply chain disruptions for which Apograph is not responsible. Apograph will inform the customer without undue delay. If the disruption lasts longer than three months, either party may withdraw from the contract with respect to the part not yet performed.
7. Default of acceptance. If the customer delays acceptance or breaches other duties to cooperate, the risk passes to the customer upon the occurrence of default of acceptance. Apograph may store the goods appropriately at the customer’s expense. Further statutory rights remain unaffected.
8. Responsibility when moving goods to another country. If the customer moves the goods taken over in Germany to another Member State of the European Union or to a third country, this is done exclusively under its own responsibility. The customer is responsible for checking and ensuring, before moving the goods, that the import, intra-Community movement, making available on the market, placing on the market, distribution, resale, use and disposal of the goods and their packaging are permissible in the respective country of destination.
9. The customer must fulfill all obligations and bear all costs that affect it in the country of destination by virtue of its role as importer, producer, manufacturer, distributor, dealer, filler, user or other economic operator. This includes in particular import and customs clearance, customs duties, import VAT, other taxes, levies and fees, import, distribution and other permits, product registrations, labeling and market surveillance obligations, environmental and waste law obligations, and sanctions and export control law requirements.
10. Responsibility under packaging law. The customer is responsible for the fulfillment of all obligations under packaging law that are triggered by the movement, making available, filling, use, passing on or placing on the market of the goods or their packaging in the country of destination initiated by the customer. This applies in particular to obligations under Regulation (EU) 2025/40 on packaging and packaging waste (PPWR), the supplementary legal acts of the European Union and the respectively applicable national provisions of the country of destination.
11. The customer’s responsibility includes, to the extent that the respective obligations apply to it by reason of its activity, in particular registration and reporting obligations, system participation and licensing obligations, extended producer responsibility obligations, take-back, collection, recovery and disposal obligations, quantity reports and documentation obligations, labeling and information obligations, the appointment of an authorized representative, and the payment of system, license, disposal and other environmental charges.
12. Apograph is not obliged to verify or ensure the compatibility of the goods or their packaging with special national provisions of the country of destination chosen by the customer, unless expressly agreed in text form. Before placing the order, the customer must inform Apograph of special requirements that must already be taken into account in the manufacture, design, labeling or documentation of the goods or packaging. Such requirements become part of the contract only if Apograph expressly confirms in text form that it will meet them. Mandatory statutory obligations that directly apply to Apograph irrespective of the agreed place of delivery remain unaffected.
13. Indemnification. The customer shall indemnify Apograph against justified claims, official measures, levies, costs and damages arising from a breach, for which the customer is responsible, of the obligations regulated in paragraphs 8 to 12. The indemnification also includes the necessary and reasonable costs of legal defense. Apograph will inform the customer without undue delay and, where reasonable, give the customer the opportunity to participate.
14. Transport, arrival and export documentation. If the customer commissions the transport or carries it out itself, it must, upon request, submit to Apograph without undue delay, and no later than within 30 days after handover of the goods, the proof of arrival or export required for VAT purposes. If Apograph suffers tax disadvantages due to a breach of duty for which the customer is responsible, the customer must compensate them.

§ 9 Retention of Title

1. Apograph retains title to the delivered goods until all claims arising from the business relationship with the customer have been paid in full.
2. The customer may resell reserved goods in the ordinary course of business. It hereby assigns to Apograph, as security, the claims arising from the resale in the amount of the respective invoice amount; Apograph accepts the assignment. The customer remains authorized to collect the claims as long as it meets its payment obligations.
3. If reserved goods are processed or combined or mixed with other items, Apograph acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the value of the other items used at the time of processing, combination or mixing.
4. The customer must treat reserved goods with care and insure them at its own expense to an appropriate extent. Seizures and other interventions by third parties must be reported to Apograph in text form without undue delay.
5. In the event of conduct in breach of contract, in particular default in payment, Apograph may demand the return of the reserved goods in accordance with the statutory requirements. The assertion of retention of title is not automatically deemed a withdrawal from the contract.
6. Upon the customer’s request, Apograph will release security at its own choice to the extent that its realizable value exceeds the claims to be secured by more than 10% on a lasting basis.

§ 10 Duty of Examination and Notification of Defects

1. If the purchase is a commercial transaction for both parties, the duties of examination and notification of defects under § 377 of the German Commercial Code (HGB) apply.
2. The customer must examine the delivered goods without undue delay after receipt for recognizable defects, shortfalls in quantity and wrong deliveries. Obvious defects, shortfalls in quantity and wrong deliveries must be notified to Apograph in text form with a precise description within five business days after receipt. Hidden defects must be notified in text form within five business days after their discovery.
3. To the extent § 377 HGB applies, the goods are deemed approved with respect to the defect in question if notification is omitted or late. Timely dispatch is sufficient for timeliness. Apograph cannot rely on a failure to notify if it fraudulently concealed a defect.
4. To the extent § 377 HGB does not apply, the statutory consequences of late notification remain unaffected; the goods are not deemed approved solely on the basis of the expiry of the periods stated in para. 2.

§ 11 Rights in Respect of Defects and Warranty

1. Apograph delivers the goods free of material defects and defects of title. The agreed product description and the tolerances effectively determined in these GTC are decisive in particular.
2. In the case of a defect notified in due time, the customer may demand subsequent performance by repair or replacement delivery in accordance with the statutory provisions. Apograph may refuse the type of subsequent performance chosen by the customer if it is possible only at disproportionate cost or if the statutory requirements for a refusal are met for any other reason.
3. The customer must give Apograph the time and opportunity necessary for subsequent performance and make the goods complained of available for inspection. Returns must be agreed with Apograph in advance. Apograph bears the necessary costs of a justified return for defects. Unjustified or unauthorized returns are at the customer’s risk and expense.
4. If subsequent performance fails, is unreasonable for the customer, is justifiably refused, or a reasonable period set by the customer has expired without success, the customer may, in accordance with the statutory requirements, reduce the purchase price or, in the case of a defect that is not merely insignificant, withdraw from the contract. Claims for damages are governed by § 12.
5. Apograph gives a guarantee in the legal sense only if it is expressly designated as a guarantee and declared in text form.
6. Phenomena typical of the material and of production, in particular natural oxidation or tarnishing of reactive metals as well as minor micro-marks that are technically unavoidable at the agreed product quality, do not constitute a material defect, provided they do not significantly impair the agreed quality or ordinary use.
7. Expressly agreed quality grades, in particular proof or proof-like finishes, reference samples and product-specific tolerances remain decisive.
8. The customer must store and handle precious metal products, coins and coin medals properly. Changes that arise after the transfer of risk due to improper storage, handling, moisture, sulfur compounds or other environmental influences for which the customer is responsible do not constitute a material defect.

§ 12 Limitation of Liability

1. Apograph is liable without limitation in cases of intent or gross negligence, for damages arising from injury to life, body or health, in the case of fraudulent concealment of a defect, to the extent liability exists under the Product Liability Act, and to the extent of an expressly assumed guarantee.
2. In cases of slight negligence, Apograph is liable only for breach of an essential contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the customer may regularly rely. In this case, liability is limited to the damage that was foreseeable at the time of contract conclusion, typical for the contract and actually incurred.
3. In the cases of para. 2, the maximum liability amount is the higher of the following amounts: a) twice the net order value of the affected order or b) EUR 5,000 per case of damage. Several damages that are based on the same breach of duty or the same cause of defect are deemed one case of damage. The maximum liability amount does not establish a claim to payment of this amount. Only damage actually incurred and proven is compensable.
4. Otherwise, liability in cases of slight negligence is excluded. The above limitations also apply in favor of the statutory representatives, employees and other vicarious agents of Apograph.

§ 13 Statute of Limitations

1. Claims of the customer for material defects and defects of title become time-barred one year after delivery of the goods.
2. The shortening does not apply to claims arising from intent, gross negligence, fraudulently concealed defects, an expressly assumed guarantee, injury to life, body or health, or under the Product Liability Act. Special statutory provisions, in particular for recourse claims in supply chains, remain unaffected.
3. Otherwise, the statutory limitation periods apply.

§ 14 Data Protection

1. Apograph processes personal data of the customer and of its employees and representatives for the performance of the contract, the fulfillment of legal obligations, the protection of legitimate interests and, where necessary, on the basis of consent, in accordance with the GDPR and the German Federal Data Protection Act (BDSG).
2. Further information on purposes, legal bases, recipients, storage periods, data subject rights and data protection contact details is contained in the privacy policy available on Apograph’s website.
3. The customer shall ensure that its employees and representatives deployed in the course of contract processing are informed about the data processing by Apograph, to the extent this is necessary.

§ 15 Use of Names, Logos and Trademarks

1. The customer may use Apograph’s names, logos, trademarks and other identifiers only to the expressly agreed extent and after Apograph’s prior consent in text form. The brand guidelines communicated from time to time apply additionally.
2. Apograph may name the customer as a customer, dealer, authorized dealer, official dealer, distribution partner, source of supply or reference only with the customer’s prior separate consent. Consent may be given in text form or by an electronic declaration provided for this purpose in the customer account.
3. The mere designation or presentation of the customer as a dealer, authorized dealer, official dealer, distribution partner or source of supply does not establish any exclusivity, territorial responsibility, minimum purchase obligation, delivery obligation, power of representation, corporate affiliation or other rights or obligations going beyond the specifically agreed business relationship. Expressly made individual agreements remain unaffected.
4. To the extent the customer gives the corresponding consent, Apograph may use its company name, business designation, logo, business website address, location and business contact details to list it as a customer, dealer, authorized dealer, official dealer, distribution partner, source of supply or reference and to provide information on the sources of supply for products of Apograph or of the respective product brand. The use may take place in particular on websites, in online shops, dealer directories, newsletters, catalogs, brochures, flyers, advertisements, press releases, presentations, trade fair and event materials, and in social networks and other digital or printed communication and advertising media of Apograph or of the respective product brand. In doing so, Apograph may refer or link to the customer’s website, online shop or social media presence.
5. The customer confirms that it is entitled to give the consent and to release the relevant names, logos and other identifiers. It shall provide Apograph with the files and information required for this purpose. Apograph may make technically necessary adjustments, in particular with regard to file format, size, resolution, color mode and display, without changing the logo or identifier in substance.
6. The consent is given free of charge. The customer may revoke it at any time with effect for the future in text form or via a function provided for this purpose in the customer account. Apograph will remove digital representations within a reasonable processing period and will not include the customer’s identifiers in newly created print or advertising materials. Print and advertising materials already distributed or issued to third parties need not be recalled or destroyed. Lawful uses prior to receipt of the revocation remain unaffected.
7. Apograph is entitled at any time to change, suspend or remove the dealer presentation with effect for the future. The customer has no claim to inclusion or permanent presentation in a dealer directory or other communication and advertising media.

§ 16 Governing Law and Jurisdiction

1. The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is Pforzheim. Apograph may also sue the customer at its general place of jurisdiction.

§ 17 Final Provisions

1. Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid or unenforceable provision.
2. Amendments and supplements to the contract require text form, unless a stricter form is prescribed by law. Individual agreements take precedence regardless of their form, unless their effectiveness requires a particular form by law.
3. Apograph is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board. These GTC are addressed exclusively to entrepreneurs.