General Terms and Conditions wurzelschläger & friends GmbH
- 1 Area of application; requirement of written form
(1) The following Terms build the basis of all contractual relationships in which the company wurzelschläger & friends GmbH renders services for business customers, i.e. customers who themselves are commercial enterprises or individuals working freelance (Section 14, German Civil Code). For consumers, i.e. natural persons who are not conducting business nor doing freelance work, other contractual provisions apply in addition to statutory regulations. General Terms and Conditions used by the customer which differ from those of wurzelschläger & friends will not be acknowledged unless this is specifically agreed to.
(2) Amendments and supplements to these General Terms and Conditions must be made in writing.
(3) All other contractual provisions shall be made in writing by the contractual parties at the close of this agreement to achieve legal clarity. Amendments and supplements to agreements with wurzelschläger & friends GmbH will only become part of the agreement if these are expressly offered or accepted by wurzelschläger & friends GmbH in writing.
- 2 Company purpose
(1) The company wurzelschläger & friends GmbH is a service provider and consulting firm. The specific business areas include: all services in the areas of project development / project support / project management and, as part of our associated corporate network, all full service agency activities in the areas of conventional and unconventional marketing and all business associated with these.
- 3 Offers, commissions, prices
(1) All offers made by wurzelschläger & friends GmbH are non-binding if they are not expressly designated as binding.
(2) All prices set by wurzelschläger & friends GmbH are calculated on the assumption of stable price conditions. If market prices increase after the offer is made but before the commission is approved, then wurzelschläger & friends expressly reserves the right to withdraw from the commission and make a new offer. All prices are listed as net prices plus German statutory value added tax.
- 4 Delivery, delivery deadlines
(1) Delivery deadlines are confirmed by wurzelschläger & friends GmbH to the best of our knowledge. The deadline will be observed providing that the client makes all statements and documentation that is required for the commission available in a timely manner. If this is not the case, then the deadline is considered to be automatically extended accordingly. The same applies to delivery disruptions where no party is at fault for the duration of the disruption. Damage compensation claims of customers are only valid in the event of proven fault of wurzelschläger & friends GmbH.
(2) The risk is transferred to the customer at the point when the goods are sent. If the acceptance does not occur in a timely manner due to the customer’s fault, then wurzelschläger & friends GmbH has the right to withdraw from the contract or to demand damage compensation after issuing an additional delivery period of ten days. In case of delivery difficulties due to unforeseen circumstances such as disruptions in operations, war, strikes, transport problems, official measures and all kinds of force majeure, delivery times are thus delayed accordingly without the customer’s recourse to damage compensation and wurzelschläger & friends GmbH are in these cases authorised to partially or fully cancel all delivery obligations if the circumstances make this necessary.
- 5 Commission
(1) When a commission is made, the client is responsible for the exact definition of the commission. As a rule, a legal transaction with wurzelschläger & friends GmbH only occurs upon written confirmation. If the commission needs to be rapidly processed, then the order confirmation of wurzelschläger & friends GmbH replaces the formal commissioning.
- 6 Reservation of proprietary rights
(1) All goods delivered and services rendered are the property of wurzelschläger & friends GmbH until full payment has been made. The extended reservation of proprietary rights are deemed to be agreed without exception. This also applies to analyses, concepts, project documentation, graphic templates, content templates, websites, shops, portals, interfaces, software programming/adjustments or the like according to each commission.
- 7 Data backup
(1)The client is responsible for backing up the data already present on data carriers of all kinds, servers and the like, except if the task commissioned is expressly to back up the data provided.
- 8 Payment conditions
(1) ) Partial and full invoices from agreed advance payments and services and goods rendered are due within 14 days without deduction, if not separately agreed otherwise on the order confirmation. If no other agreement is made, then payment is made as a rule via direct transfer, cheque or in cash.
- 9 Default of payment, dunning
(1) In the case of payment default, wurzelschläger & friends GmbH is authorised to immediately stop all services and deliveries. If the contractual partner defaults on more than one invoice, wurzelschläger & friends GmbH reserves the right to cancel the contractual relationship. In this case, the total outstanding amount of the contractual relationship plus legal fees, processing fees and possible additional costs will be demanded as damage compensation.
If the customer defaults, then wurzelschläger & friends GmbH is authorised to charge interest starting from the date of default at usual bank rates, at least in the amount of 8% above the current discount rate of the European Central Bank.
One-time reminders of individual outstanding invoices stemming from contractual agreements are sufficient. The collection process so initiated is made for the overall claim of the agreement as a rule.
- 10 Rights and responsibilities
(1) Both the client and wurzelschläger & friends GmbH agree to immediately inform the other party of changes to their business address, their bank information and other business-related data. Also they are authorised to remind the other party to provide immediate information.
- 11 Liability
(1) wurzelschläger & friends GmbH is only liable for the fulfilment of its main performance obligations stemming from legal transactions. We assume no liability for advance performance/intervention by third parties.
(2) Due to the large number of data and service set-ups which are put into practice as well as handling errors, we cannot guarantee complete flawlessness. For considerable material defects which are present at the point of risk transfer, we are liable as follows:
The client is to inform us of the defect immediately in writing or within a week after the handover at the latest. Defects which could not discovered within this time period, even upon careful inspection, are to be reported immediately upon their discovery.
A specific characteristic of the sold goods or their suitability for special uses are not agreed to except if the contractual parties expressly agree to these in writing.
Defect claims do not occur in case of an insignificant deviation from the agreed quality, an insignificant impairment of its usability, natural wear or damage that occurs after the transfer of risk due to improper or negligent handling, excessive use, unsuitable operating materials, particular external influences that are not provided for in the agreement and in the case of non-reproducible software errors. If operating instructions are ignored or changes to the product are made, then all guarantee claims are void.
If customers or third parties make changes to content, templates, programme codes or data bases, then all guarantee claims are void. The expenditure for removing the problem will be added to invoice upon the customer’s commission.
(3) All deliveries and services are deemed correct and flawless if the customer does not report defects that are more than insignificant in writing within four weeks after delivery or rendering.
(4) Liability is limited to a maximum of total value of each commission; liability is limited by its nature to damages whose occurrence can typically be expected within the scope of the conclusion of the agreement. Moreover, there is no liability for slight negligence.
(5) The client bears the risk for data on servers and on data carriers of all types. wurzelschläger & friends GmbH is not liable for possible loss of data except if back-ups are part of the agreed commission. In particular, we are not liable for damage which occurs to the client’s own system environment.
- 12 Data protection
(1) wurzelschläger & friends GmbH is authorised to save personal data. We guarantee the observance of German data privacy regulations. A dunning procedure will be conducted by a contractor. The corresponding record at public credit agencies will thus not be separately disclosed in writing.
(2) The German Data Privacy Act includes especially strict provisions regarding commissions and the associated customer data we have access to. Such data will be handled confidentially and protected from access by third parties.
(3) ) Upon your permission, you will receive e-mails containing current information and/or special offers from companies in our corporate network.
- 13 Place of jurisdiction and place of performance
(1) All legal transactions are exclusively subject to German law; place of performance and place of jurisdiction – including cheque disputes – is Leipzig. wurzelschläger & friends GmbH reserves the right, however, to file a complaint with the court responsible for the corporate offices or residence of the contractual party.
(2) Should any individual provision of these terms and conditions become void due to changes in statutes, the validity of the remaining provisions remain unaffected, and in the case of the former, an analogous provision will be adopted pursuant to valid law.