Article 1. Definitions
1. Client is understood to mean the person who completes the assignment for the work services has provided. 2. The contractor is understood to mean the person who carries out the assignment for the accepted work. 3. An assignment is understood to mean the request of the client to the contractor to perform work against payment. 4. Work is understood to mean everything that the contractor for the benefit of the client, within the framework of the with a view to its communication interests, makes and/or undertakes or does make and/or undertake. 5. Quotation is understood to mean the to a greater or lesser extent activities and the budget of the activities involved in those activities associated costs.
Article 2. Deviating terms and conditions
1. These terms and conditions apply to all quotations, agreements and deliveries of the contractor, unless it is wholly or partially expressly have been declared inapplicable in writing, or only applicable have been declared insofar as not contrary to the written agreements between client and contractor. 2. In the event of a convergence of uniform purchasing rules used by the client, conditions and the present conditions, the latter shall prevail. 3. Prerequisites used or declared applicable by the client values, which conflict with these conditions, cannot be recognised, unless they have been approved in writing by the contractor.
Article 3. Quotations
1. All quotations are without obligation, unless stated otherwise in the quotation itself. 2. If requested, the contractor will, before the start of the work, present a quotation to the client for approval today. Insofar as unavoidable deviations occur during the execution of the assignment If there are any differences with regard to a quotation, the contractor will inform the client about this at the earliest possible stage. 3. Exceedances of quotations of up to 10% are passed on as a budget risk accepted by the client and are therefore not required as such to be reported. 4. Exceedings of quotations as a result of sales conditions of delivery suppliers and other third parties engaged by the contractor, not as exceeding, not even if those conditions are not separately in a quotation are included, because those conditions are deemed not only to to be known to the client, but also from the outset - insofar as in accordance therewith - of the present terms of delivery to be part.
Article 4. Prices, deliveries and payments
1. All prices are exclusive of VAT and any shipping, transport and postage costs, unless expressly stated otherwise. 2. The contractor is entitled to price changes that have occurred to be settled with the client after the offer has been made. 3. All deliveries are deemed to have been made at the place where the order taker is located. 4. All payments must be made there in a manner to be indicated by the contractor account to be made.
Article 5. Orders and changes
1. An order is accepted by the contractor by either the to confirm this in writing to the client, either with the commence implementation of the work. 2. The client is bound by and from the date of the assignment. 3. The contractor is bound by and from the acceptance of the order. 4. Changes to the order, after it has been provided, must be made by the order the giver must be communicated to the contractor in a timely manner and in writing. If the changes are stated verbally, the risk for account of the client. 5. The changes to the order are effective from and upon acceptance thereof by the contractor. 6. Any additional or reduced costs as a result of changes in the order are in principle at the expense of or in favor of the client. 7. Changes in the order may result in the agreement delivery time reached by the contractor beyond his responsibility is exceeded.
Article 6. Engaging third parties
1. If, in the opinion of the contractor, this is reasonably necessary business is for the proper fulfillment of an assignment, or from the nature of an assignment, the contractor is entitled to on behalf of and for the account of the client, third parties to delivery or otherwise making available of goods and/or to provide services.
Article 7. Payment term
1. Payment must be made, without prejudice to the provisions of the following paragraphs within the period specified in the invoice and in the absence of a such term within fourteen days of the invoice date. 2. The contractor is responsible for timely invoicing. partial billing is possible at all times, unless expressly excluded in writing. Out- However, the closure of the partial invoicing right can never the following paragraphs concern the costs mentioned. 3. The contractor has the right at the start of the work with an invoice value of more than € 5,000 to issue a partial invoice sending 50% of this invoice value. 4. Media, printing and production costs shall be borne by the contractor of to be received by the client before the time when the order the buyer is obliged to pay these costs. 5. Postage and other distribution costs for postal advertising items should be for dispatch/distribution by the client's contractor to have been received. 6. Regardless of the agreed payment condition(s), the contractor is entitled to security for the payment of a to demand a bank guarantee from the client. 7. If the client does not arrive within the agreed term payment obligation towards the contractor, he is - without prior demand and notice of default is required - interest on the invoice amount due from the day on which the invoice was paid must be. This interest is for each month (or part thereof) of the exceeding of the payment term, one twelfth of the Promissory note discount applicable at the time of invoicing plus 2%. 8. All costs, both judicial and extrajudicial, with regard to to collect the amount owed by the client and not paid on time, are for the account of the client; sufficient proof of the indebtedness of these costs is submission of the relevant invoices; these costs are at least 10% of the invoice amount concerned is fixed and will be at least amounts to €75 per claim.
Article 8. Suspension, strike and dissolution
1. The contractor is entitled to suspend the further execution of the assignment suspend or discontinue, if the client does not comply with the payment conditions observes and/or fails to provide the required bank guarantee. 2. In addition, the contractor is entitled to the between him and the contractor existing agreements, insofar as these have not yet been performed, without judicial intervention, if the client, does not timely or properly fulfill the obligations, which are for him arising from any agreement concluded with the contractor, as well as in the event of bankruptcy or suspension of payment of contract the giver or upon the shutdown or liquidation of his business. 3. The consequences of suspension, strike and/or dissolution are fully at the expense and risk of the client. 4. Suspension, cessation and/or dissolution leave the payment obligation for the work already performed is unaffected. In addition, the command the buyer is then entitled to claim compensation from the client of damage, costs and interests caused by the breach of contract of the client and the dissolution of the agreement, including including the income foregone by the contractor.
Article 9. Delivery times
1. The stated delivery times are only approximate. Unless expressly otherwise agreed in writing, the contractor shall with regard to the agreed delivery times no guarantee in itself and gives late delivery, the client is not entitled to compensation, dissolution of the agreement or non-fulfilment of any obligation towards the contractor.
Article 10. Duty of care
1. When performing the work for the contractor, the contractor will client takes the greatest possible care with regard to the interests of the client. 2. In particular, the contractor - assuming that with regard to clear agreements have been made for the purpose of use - ensure the correct audio and/or visual design of communications and other materials and for their compliance with applicable laws physical regulations, rules of conduct, normative values and guidelines, for insofar as these can or should reasonably be known to him. 3. The contractor is also responsible for the confidentiality of all by the client in the context of the assignment to the contractor data and information made available.
Article 11. Complaints, complaints and evidence
1. With regard to visible defects, the client must immediately after the contractor for the work performed by him on the contract has delivered or presented to the giver, or within eight days after the appearance of the advertising medium, make a written complaint. 2. Complaints must be made in writing with regard to invisible defects within eight days after they could reasonably have been established become. 3. Complaints about invoices must be submitted within eight days of the date of delivery dispatch of the invoices must be submitted in writing to the contractor. The payment term is not suspended as a result of such a complaint. 4. After expiry of the aforementioned periods, complaints will no longer be accepted taken into consideration and the client has forfeited his rights in this regard. works, unless the period reasonably needs to be extended in a particular case. 5. Barring proof to the contrary, the data from the records of the contractor decisive.
Article 12. Liability and indemnification of third parties
1. The liability for work for the benefit of the contract giver, which the contractor has entrusted to a third party, is limited to the extent that the third party effectively indemnifies the contractor. The assignment- The buyer will do all that, respectively the client will do all effect that may be required of him to case, the highest possible compensation from the parties concerned third to obtain. 2. The client indemnifies the contractor against all claims for damages from third parties with regard to the correctness and factual content of commissioned communications produced by the client and other materials submitted to him. Something late of course without prejudice to the contractor's duty of care pursuant to Article 11 of these conditions.
Article 13. Exoneration
1. If an objection regarding delivered goods and/or services is justified found and liability of the contractor in this regard is established shall, at its option or at its option, pay a fee of at least highest the invoice value of the delivered, or the delivered free replaced, after he has received back the originally delivered item. The contractor is never obliged to pay further compensation. 2. The contractor's liability for any damage that is either is directly or indirectly the result of defects in the services or goods, is in any case limited to the amount of his remuneration less the out-of-pocket costs related to the delivered. The client waives his right to to claim dissolution of what has been agreed upon in the event of default. 3. The contractor is not liable for damage, loss or destruction of objects, materials or data, which he for, by or made available on behalf of the client. Goods travel at the risk of the client.
Article 14. Force majeure
1. In the event that the contractor is prevented from entering into the agreement due to force majeure, to carry out work in whole or in part, has he has the right, without judicial intervention, to suspend the execution of the suspend the agreement or terminate the agreement in whole or in part to be regarded as dissolved, such at his discretion, without any compensation or warranty is held. 2. Force majeure is understood to mean: strike, lockout, fire, machine breakdown and other operational disturbances, or at the contract buyer or from its suppliers of goods and services, transport malfunctions and other events beyond its control, such as war, blockade, riot, epidemic, devaluation, flood and storms, as well as sudden increases in import duties and excise duties and/or taxes delays or non-delivery by suppliers, failure to obtaining necessary permits and other government measures.
Article 15. Intellectual property
1. By ordering publication or duplication of the Copyright Act or any other legal regulation on the field of intellectual property protected objects, which are or have been made available on behalf of the client itself, declares the client that no legal preconditions are infringed writings and to protected rights of third parties and he indemnifies the contractor for claims in respect of third parties or for the direct and indirect consequences, both financial and other, from the open disclosure or duplication resulting. 2. Intellectual property rights and materials arising from the work activities, the moment the relevant relationship between client and contractor ends, insofar as they comply with the belonging to the buyer and are subject to transfer, to the principal be transferred, after all that - including also to be understood the surrender of any development costs and intellectual property rights property - the client owes the contractor, will be fulfilled. To the extent that intellectual property rights of third parties are involved, the contractor will of these third parties, at the request of the client, committing whether full transfer is desirable or possible, partly in view of the the associated costs. 3. The contractor will, unless there is an order as referred to in the first paragraph and otherwise in accordance with the exoneration provisions of article 14 of these terms and conditions, indemnify the client against claims from third parties, if and insofar as the client is the use of the delivered goods would infringe any industrial right or intellectual property. The client is obliged in the event of a claim of a third party the contractor within 48 hours in writing to inform and, if requested, provide all information and to provide assistance in conducting a defense and/or settlement king negotiations is necessary. 4. The client is not entitled to any further or other use of the commissioned item than the use expressly agreed in advance. Is there nothing in agreement arrived, the first use shall be deemed to have been agreed. 5. The client is not entitled to adjustment of the commissioned work without express written permission from the contractor. 6. The contractor is entitled to sign the commissioned work.
Article 16. Nature and duration of the agreement
1. The contractor represents the communication interests of the contractor the giver within the limits of the assignment given. The contractor is not entitled without consultation with or permission from the contract contractor also to perform the agreed work by a third party to take care of. Nor is the contractor entitled without consultation corresponding services with or with the consent of the client to be granted to other clients insofar as they compete with the client concerned. 2. Unless expressly agreed otherwise in writing, or ensues from the nature of the assignment, the assignment of giver to the contractor for an indefinite period, on the understanding that both parties from the moment that the relationship has lasted six months this can cancel by registered letter with due observance of a period of six months. 3. During the period of six months referred to in the preceding paragraph, the client obliges the applicable fee agreement with the contract to comply with the contract as if there had been no termination. unless otherwise is or is agreed at that time, the remuneration of the contractor for that period at least from the complete media mission based on the media plan approved by the client.
Article 17. Settlement of relationship
1. All designs, reproduction materials, texts, descriptions, artistic achievements, films and other publicity materials that occur at the end of the relationship as a result of the relationship with the contractor, be supplied by him to the client free of charge on first request transferred, after all that which the client owes him due, for whatever reason, will be paid. In that case, the command without delay, also instruct the media in writing to the remnants of the contracted media space/time yet to be taken away to be transferred to the client or to a third to be designated. 2. In all cases where the relationship between client and contractor terminates, pursuant to any provision of these terms or by court, these conditions remain the legal relationship between the parties, insofar as this is necessary for the settlement of the relationship is necessary.
Article 18. Transfer and obligations
1. Neither party is entitled to exercise any rights or obligations under this conditions concluded agreements arising in whole or in part transferable to third parties, unless prior written consent of the other party. 2. In the situation that the (relevant activity[s] of the) company of the client for whatever reason, in what way and in what form whatsoever is combined with or continued in a other company, with regard to the fulfillment of the obligations of the client referred to under 1 a joint and several liability for the original and successive enterprise.