General Terms and Conditions of the Schmitt. GmbH on the provision of design services and other services


1. Subject Matter

(1) All deliveries, services and offers of Schmitt. GmbH, Lange Reihe 13, 20099 Hamburg (hereinafter referred to as the "Agency") in the area of ​​ design and consulting services are exclusively based on these General Terms and Conditions. The same applies to the provision of all other services agreed between the parties with reference to these General Terms and Conditions.

(2) These general terms and conditions also apply to all future deliveries, services or offers to the customer in the aforementioned areas, even if they are not separately agreed again.

(3) Terms and conditions of the customer or third parties shall not apply, even if the agency does not separately object to their application in individual cases. Even if the Agency refers to a letter that contains or refers to terms and conditions of the customer or a third party, this does not constitute acceptance of the validity of these terms and conditions.

 

2. Services of the agency

(1) The customer commissions the agency from time to time with the provision of design services.

(2) Offers by the Agency to conclude such orders are non-binding. All orders must be accepted by the Agency in order to be valid.

(3) The details of the specific services to be provided arise from the respective orders.

(4) Unless expressly agreed otherwise in individual cases, the Agency will provide its services as services i.S.d. § 611 BGB.

 

3. Customer's obligation to cooperate

(1) The customer is obliged to provide the Agency with the data, product information and templates essential to the provision of the service in a timely manner and in the agreed quality.

(2) Insofar as the customer provides the agency with customer specifications for use in the provision of services, he affirms that he is entitled to transfer and use these customer specifications.

 

4. Remuneration of the agency

(1) For the services to be provided by the Agency, the Agency shall receive a remuneration to be agreed in the respective contract.

(2) The customer has the agency all expenses, e.g. for travel and printing, as well as all costs of third-party services (such as programming services). The refund will be made by the customer upon presentation of the original receipts by the agency. Before commissioning third parties, the Agency will make a cost estimate of the expected third-party costs.

(3) The customer must pay the amounts stated in the invoice to the Agency within 10 days of the invoice date.

(4) The agency charges its service on advance payment.

(5) If not satisfied, the agency will not reimburse any payments made.

(6) All services of the agency are exclusive of VAT.

 

5. Grant of rights of use

(1) The Agency shall grant the Customer, with full payment of the agreed fee, all transferable rights, in particular the copyright, rights of use and naming rights for the unlimited use of time, space and content of the services provided under this contract and the respective orders on.

(2) If the Agency uses third parties to fulfill its obligations, it will internally ensure that it is entitled and able to transfer the rights to the extent described above.

(3) Insofar as the services provided to the customer contain performance components that have not been rendered specifically for the customer, the agency grants the customer a non-exclusive right to use and exploit these services in terms of time, space and content. The same applies to these services underlying ideas and concepts.

 

6. Warranty

(1) The Agency undertakes to carry out the work entrusted to it with due professional and commercial diligence to the best of its knowledge and in compliance with generally accepted principles of design.

(2) The Agency guarantees to provide its services itself or only through such third parties, which have internally granted the Agency the right to grant the customer the rights provided for in this contract. The Agency does not assume any further warranty regarding freedom from third-party rights, as such an examination is not part of the commissioned services. In particular, it is not the task of the agency to conduct a trademark or design search.

(3) The customer warrants that the implementation of the customer's specifications within the framework of the services provided by the agency does not violate the rights of third parties.

 

7. confidentiality

(1) The Agency shall accept all business dealings to its knowledge, including, but not limited to, print materials, layouts, storyboards, figures, drawings, audiotapes, images, videos, DVD, CD-ROMs, interactive products and such other documents, which are protected by copyright contain protected materials of the customer, treat strictly confidential.

(2) The duty to maintain secrecy shall be valid indefinitely beyond the duration of this contract.

 

8. Liability for damages

(1) The liability of the Agency for damages, for whatever legal reason, in particular impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, as far as it is in each case at fault, in accordance with this § 8 restricted.

(2) The Agency shall not be liable in the event of slight negligence of its organs, legal representatives, employees or other vicarious agents, insofar as it is not a violation of essential contractual obligations. Essential to the contract are the obligation to timely delivery and installation of the delivery item, whose freedom from defects that affect its functionality or serviceability more than insignificantly, as well as advice, protection and custody obligations, which enable the client to use the contractual object or the protection of life or limb of the client's personnel or the protection of their property against significant damage.

(3) Insofar as the agency is fundamentally liable for damages in accordance with § 8, this liability is limited to damages which the agency foresaw upon conclusion of the contract as a possible consequence of a breach of contract or which he should have foreseen by applying due diligence. Indirect damage and consequential damage, which are the result of defects in the delivery item, are also only substitutable insofar as such damage can typically be expected in the case of the intended use of the delivery item.

(4) In the case of liability for simple negligence, the compensation obligation of the Agency for property damage and resulting further pecuniary loss is limited to an amount of EUR 30,000 per claim, even if it is a breach of essential contractual obligations.

(5) The above exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the Agency.

(6) Insofar as the Agency provides technical information or acts in an advisory capacity and this information or advice does not belong to the contractually agreed scope of services owed by it, this is done free of charge and to the exclusion of any liability.

(7) The limitations of this § 8 shall not apply to the liability of the agency for intentional behavior, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

 

9. Final Provisions

(1) All orders are subject to German law.

(2) The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with this contract is Hamburg.

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