1. These General Terms and Conditions apply exclusively to business relations with entrepreneurs.
2. Our offers and order confirmations are made solely on the basis of and in compliance with our General Terms and Conditions, which always constitute an integral part of the contract.
3. Any General Terms and Conditions of our customers that deviate from, contradict or supplement these conditions, even if we do not expressly object to them, shall
only become an integral part of the contract if we have expressly agreed to their applicability in writing prior to or upon conclusion of the contract. We hereby expressly reject in advance any counter confirmation by the customer containing purchasing conditions that deviate from our General Terms and Conditions.
II. Orders/Order confirmation/Conclusion of contract
1. A contract with the customer is only entered into if and when we accept the customer’s purchase order by forwarding confirmation of the order, by commencing performance of the order or upon receipt of the customer’s acceptance of our offer.
2. We reserve the right to make the acceptance of an order contingent upon the provision of a deposit or payment guarantee, e.g. a bank guarantee.
3. Any ancillary agreements, amendments or additions to this contract shall only be effective if made in writing. This also applies to a waiver of the requirement of the
III. Delivery dates/Time of performance
1. Delivery dates and deadlines quoted by us are not binding. We shall make every attempt to meet them.
2. Partial deliveries are permissible.
3. If the performance period is exceeded, the customer shall set us a reasonable deadline for performance.
4. Should circumstances or occurrences beyond our control render timely performance impossible or unreasonably difficult, e.g. transport or operational disruptions, power shortages, lawful strikes and lockouts, force majeure, the performance period shall be extended accordingly. The same shall apply if the aforementioned circumstances occur within the scope of responsibility of our suppliers – here, however, irrespective of the lawfulness of the industrial dispute.
5. The observance of our delivery obligations is conditional upon the timely and proper performance of our customer’s contractual obligations.
IV. Prices, Payment
1. Prices are stated in euro plus VAT. We do not grant any discount.
2. Our invoices are payable and due without any deductions within 30 days of the date of invoice.
3. In the event of default, default interest shall be payable at a rate of 9% above the base rate in accordance with Section 247 of the German Civil Code (BGB), but at
least 11% p.a. This shall be without prejudice to the assertion of any further damages caused by default. The customer shall have the right, on a case-by-case
basis, to provide evidence of lower default damage.
4. Any right of retention or offset against our claims may only be asserted in the case of undisputed or legally binding claims.
5. If the customer defaults on a payment, all further claims, even those which are not yet due, shall become due with immediate effect. In addition, the customer shall be obliged to make advance payments for any contracts that have not yet been executed. The same applies if the customer’s economic situation deteriorates subsequent to the conclusion of the contract.
1. The customer undertakes to examine the contractual item upon delivery for obvious defects and to report any such defects immediately. Any defects not directly apparent are to be reported immediately upon detection. In such cases, the date of dispatch of the defect notification is decisive. If the customer fails to meet these deadlines, the contractual item shall be deemed compliant with the contract.
2. In the event of a defect, we shall first be entitled, at our own discretion, to either replace or repair the item. If this fails twice, the customer shall be entitled to a reduction in price or to withdraw from the contract.
3. In the event of withdrawal from the contract following failed replacement or repair, the customer shall have no additional entitlement to compensation arising from the defect.
VI. Limitations of liability with regard to warranty claims and claims for damages
1. We shall be liable
a) for any damage caused by intent or gross negligence;
b) in the event of fraudulent intent;
c) for any warranties or guarantees assumed by us;
d) in the event of injury to life, limb or health and
e) for claims under the Product Liability Act.
2. We shall also be liable for the breach of material contractual duties through minor negligence, i.e. such duties without the performance of which the contract could not be properly fulfilled or in the performance of which the customer regularly trusts or is entitled to trust.
3. We shall not be held liable for any other damages. In particular, we shall not be liable for a specific outcome or level of performance. It is the customer’s responsibility to check whether our product is suitable for its intended purpose.
VII. Indemnification against third party claims, Content-related limitations of the contract awarded to us
1. We do not provide legal advice. We therefore do not examine the legal admissibility of the projects with which we are commissioned. This is in point of fact the responsibility of the customer and applies in particular to compliance with the provisions of competition law and copyright law in connection with the contract awarded to us. We are, however, obliged to point out any legal risks that become known to us during the preparation or execution of the contract. The customer shall indemnify us against any claims asserted by third parties against us in connection with the execution of the contract, especially if we have informed the customer of any reservations with regard to the admissibility of the advertising measures, but the customer nevertheless chooses to execute the contract.
2. The object of the contract awarded to us does not include an examination of the accuracy of the statements made about the customer’s products and services in its
advertising material. We assume no liability for the accuracy of such statements.
3. The object of the contract awarded to us also excludes any examination of whether, or any guarantee that the ideas, suggestions, proposals, concepts, designs etc
supplied under the contract are suitable for patent, copyright or trademark protection or registration.
VIII. Rights of use
The customer shall acquire, upon full payment, the rights of use to all work produced by us by way of this contract for the term and to the extent of the contract, insofar as the transfer is made under German law, for use in the territory of the Federal Republic of Germany.
IX. Jurisdiction/Place of performance/Applicable law
1. The place of performance for the payment of the agreed price is Berlin.
2. Jurisdiction for all disputes arising from the contractual relationship is Berlin.
3. The law of the Federal Republic of Germany shall apply to the entire business relationship with the customer; the regulations of the UN Sales Convention shall not apply.
X. Final provisions
The legal invalidity of any of the individual provisions shall not affect the binding nature of the remaining provisions.