§ 1 Scope of application
1 Our offers, deliveries and services are exclusively subject to our following general terms and conditions.
Our general terms and conditions of business apply exclusively; we do not recognise any conflicting or deviating general terms and conditions of business of the customer unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Business shall also apply if we provide our services without reservation in the knowledge of conflicting or deviating conditions of the customer.
3 Our General Terms and Conditions of Business shall apply to all legal transactions with entrepreneurs, legal entities under public law and special funds under public law. Our General Terms and Conditions of Business also apply to all future business relations with the customer, even if they are not expressly agreed again.
4) In commercial business transactions, counter-confirmations with reference to business or purchasing conditions are hereby expressly contradicted. This also applies if these are transmitted by letter of confirmation.
§ 2 Conclusion of contract
1 All offers are subject to change and non-binding. The essential features of the services offered by us as well as the period of validity of limited offers can be taken from the individual descriptions within the framework of our offers.
2. the customer’s order represents a binding offer, which we can accept within one week by sending the order confirmation (by post, fax or e-mail) or by carrying out the service.
3. we do not assume any procurement risk. We are entitled to withdraw from the contract if we do not obtain the rights of third parties required for our performance despite the prior conclusion of a corresponding licence agreement on our part; our responsibility for intent or negligence remains unaffected. We will inform the customer immediately about the untimely availability of the service and, if we want to withdraw, we will exercise the right of withdrawal immediately; in the event of withdrawal, we will reimburse the customer for the corresponding consideration without delay.
4. we reserve the property rights and copyrights to offer documents, illustrations, drawings, calculations and other documents. They are to be treated as strictly confidential. The customer requires our express written consent before passing them on to third parties. They may also not be made available to third parties without our consent.
5. we reserve the right to make technical and constructive changes to the delivery items and services in accordance with standard commercial practice, provided that these do not unreasonably affect the customer and do not affect the usability of the service provided.
§ 3 Prices and payments
1. the price offered by us is binding The prices are in Euro and do not include the statutory value added tax.
2. all payments are due 14 days after invoicing without any deduction. If the payment date is exceeded, we are entitled to interest on arrears at a rate of 8 % points above the base interest rate without further reminder. The right to assert a claim for further damages remains unaffected.
3. all cash expenses and special costs incurred by us at the request of the customer in the course of the performance of the contract shall be charged at cost price and shall be reimbursed by the customer.
4. the customer shall only be entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognised by us. If the customer is an entrepreneur, he is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
5) We are entitled to assign claims from the contract. The customer may only assign claims from a contract with us in whole or in part with our prior written consent.
§ 4 Duration of contract and termination
1. the duration of the contract is 365 days and begins on the date of implementation of the subject of the contract The contract shall be extended by a further year in each case unless one of the contracting parties terminates the contract with a notice period of 3 months to the end of the contract period. The termination must be in writing.
2. the right of extraordinary termination remains unaffected.
3. in the event of cancellation of an order, part of an order or a service or partial service before the start of processing, the customer is obliged to compensate us for the loss incurred. The loss damage amounts to a lump sum of 50% of the cancelled order value, unless the customer can prove a lower damage. We reserve the right to prove higher damages.
§ 5 Scope of services and obligations to cooperate
1. the services to be provided by us comprise the tasks listed in the respective offer in accordance with the customer’s order We are entitled to use expert third parties to fulfil our obligations. All services exceeding the agreed scope of performance shall be charged according to the time required in accordance with our respective price list.
2 The customer guarantees that all necessary cooperative actions will be performed in time and free of charge to us. These acts of cooperation must comply with the respective applicable provisions. The customer shall provide us with all information and documents necessary for the performance at his own expense and risk.
3 The customer undertakes to maintain an appropriate infrastructure that is state of the art and meets the requirements of the services to be provided.
4. we are not obliged to check data and information provided by the customer. If we obtain data or information from third parties, we are only obliged to check their plausibility.
5. the parties undertake to support the contractual partner to the best of their knowledge and belief in the performance of the respective obligation by providing information, details or experience in order to ensure a smooth and efficient workflow for both parties.
6. the customer shall bear any additional expenditure – charged according to the time spent in accordance with our price list – which arises because work has to be repeated or is delayed as a result of late, incorrect or incomplete information or improper cooperation. We are also entitled to charge for such additional work even if a fixed or maximum price has been agreed.
§ 6 Time limits and deadlines
1. delivery times are approximate and non-binding, unless their binding nature has been expressly promised. The time period or point in time for the services to be provided as stated in the offer is based on estimates of the scope of work based on the customer’s notifications.
2) If a binding deadline has been agreed between the parties, this shall only apply on condition that the customer provides the cooperation services owed in due time and in a manner appropriate to the fulfilment of the task.
3. if we are prevented from providing the service through no fault of our own, regardless of whether the prevention occurs at our premises or those of a third party commissioned by us, in particular in the event of operational disruptions, power cuts, strikes, lockouts or force majeure (e.g. war, fire, natural disasters), this does not entitle the customer to withdraw from the contract or to claim damages. Rather, performance periods shall be extended at least by the duration of the impediment to performance. If the obstacle to performance lasts longer than one month, the customer is entitled to terminate the contract
§ 7 Retention of title and rights of use
We reserve title to the delivery item until all claims arising from the business relationship have been met, even if the specific delivery item has already been paid.
§ 8 Warranty
The warranty period is 1 year and begins with the transfer of risk or acceptance of the service. The period of limitation in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.
§ 9 Obligations of secrecy
(1) The parties agree that all information that becomes known in the course of the cooperation constitutes trade secrets. The parties undertake to maintain secrecy about all business and trade secrets of the respective other party during the term of the contract and also after its termination.
2. the parties shall use confidential information only for the purpose of fulfilling the contract. In addition, the parties undertake to take all necessary measures to protect trade secrets from access by third parties, unless the disclosure of the information is required by law or an official or court order.
3. the above-mentioned confidentiality obligations shall not apply to information that was already publicly known before the contractual cooperation.
§ 10 Disclaimer of liability
1 Our liability for contractual breaches of duty and for tort is limited to intent and gross negligence and to compensation for the damage typically incurred. This shall not apply in the event of injury to life, body and health of the customer, claims due to the violation of cardinal obligations, i.e. obligations which arise from the nature of the contract and whose violation endangers the achievement of the purpose of the contract, as well as compensation for damages caused by delay. In this respect we are liable for any degree of fault. As far as damages are concerned which do not result from injury to life, body and health of the customer, we are, however, only liable for the typically arising damage.
2 We are not liable for the correctness and completeness of data and prepared information. Liability for the economic usability of analyses, conclusions and recommendations is also excluded.
§ 11 Duties of the customer
1. the customer undertakes to provide all cooperation services necessary for the fulfilment of the order in due time and in an appropriate manner for the fulfilment of the contract. This includes the designation of a contact person who is authorised to make all decisions regarding the fulfilment of the order in a timely manner and to accept services.
2. if data or information is supplied by the customer, he undertakes to ensure the quality of this data and information. The customer undertakes to bear all risks that may result from a lack of quality of this data or information.
3. the customer undertakes to use the services provided by us and the data and information obtained from them exclusively in accordance with the applicable provisions. In particular, the customer undertakes not to use our services and the data and information obtained from them to disseminate content that violates applicable regulations.
4. the customer is obliged to inform us immediately of all circumstances which are of importance for the fulfilment of the order or which lead to a change in the order.
§ 12 Contractual penalty agreement
1. all services provided by us, such as programs, data and information, and the data and information thus obtained may only be used by the customer himself. Such permitted use shall also be deemed to exist if the customer, after our prior written consent to the further processing of such data and information in the name and on behalf of the customer, makes use of a third party, which, however, is obliged to maintain secrecy in the same way as the customer and which, in the same way as the customer, is prohibited from passing on the data and information to third parties. A transfer of our services, programs, data or information to our competitors is prohibited in any case.
2) The customer is prohibited from passing on, reselling or leasing the services provided by us, such as programs, data and information, and the data and information thus obtained.
3. the customer undertakes to pay an appropriate contractual penalty to be determined by us for each violation of the aforementioned obligations. This does not exclude the assertion of claims for damages.
§ 13 Place of performance and jurisdiction
1 These terms and conditions and all further agreements of the contractual partner with us are subject to the law of the Federal Republic of Germany.
2) Place of performance and jurisdiction for all claims arising from the contractual relationship and all disputes arising in connection with the business relationship, including bills of exchange and cheques, is our registered office, provided the customer is a merchant, a legal entity under public law or a special fund under public law.
§ 14 Miscellaneous
1) Should individual provisions of these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
2. we are entitled to use the name and logo of the customer for reference purposes.
3. collateral agreements, contract amendments or contract supplements must be in writing. Oral promises by our representatives or other auxiliary persons require our written confirmation.
Translated with www.DeepL.com/Translator (free version), then edited manually by the 1stLine e.K.