GENERAL TERMS AND CONDITIONS

 

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1. General Terms

1.1 The General Terms and Conditions set forth below shall apply to all agreements entered into by Büro Sieveking GmbH with regard to the provision of work and services, in particular graphic design, book production and all other production (“services” or, with regard to the provision of works, “work”), with counterparties that are individuals or companies (the “customer”). The present text is a courtesy translation into English. The German original text shall govern in all regards.

1.2 Variations to these General Terms and Conditions are valid only with the express written permission of Büro Sieveking GmbH. General terms and conditions of any customer are inapplicable. This shall apply even if Büro Sieveking GmbH carries out services without reservation and with knowledge of opposing or varying general terms and conditions.

 

2. Completion of contracts

2.1 All offers by Büro Sieveking GmbH are provisional and contain information on the form and content of the services to be provided as well as a cost estimate.

2.2 Büro Sieveking GmbH is only obliged to render services expressly termed “special work” if the parties enter into a relevant separate agreement.

 

3. Rights and obligations of Büro Sieveking GmbH

3.1 Büro Sieveking GmbH will render the services pursuant to its offer in the scope and at the times agreed upon.

3.2 Büro Sieveking GmbH will render the services independently and on its own responsibility and is not subject to instructions.

3.3 The timely and proper fulfilment of all of the customer’s contractual obligations to cooperate is a precondition to the proper rendering of contractual services, in particular meeting the agreed times of performance.

3.4 The delivery of the work or parts of the work is generally made by furnishing electronic media or by electronic data transmission.

3.5 Büro Sieveking GmbH is entitled to transfer contractual obligations to provide services to third parties, either in whole or in part, and is entitled to make use of the services of third parties when rendering contractual services. Büro Sieveking GmbH is furthermore entitled, with the prior consent of the customer, to create obligations of the customer to third parties.

 

4. Obligations of the customer

4.1 The customer is obliged to cooperate to the extent necessary in the rendering of services. In particular, the texts, illustrations and other materials and data necessary for the rendering of services (hereinafter the “Materials”) are to be provided to Büro Sieveking GmbH as soon as they are available, promptly and in their entirety.

4.2 If the customer fails to properly or timely fulfil its obligations to cooperate, it will bear with regard to Büro Sieveking GmbH additional costs incurred owing to the delay.

4.3 The customer shall acquire, at its own expense, all rights to the Materials and to other contents used in the rendering of the services and the preparation of the work.

4.4 In the context of every copy, dissemination and public reproduction of the work, the customer will, to the appropriate and usual extent, identify Büro Sieveking GmbH as the author of the work and/or the provider of the relevant contractual service(s).

 

5. Acceptance

5.1 The customer is obliged to accept the work so long as it exhibits no material defects. The customer shall bear the burden of proof with regard to the existence of material defects. Defects in the work that derive from defects in the Materials provided do not constitute grounds to refuse acceptance of the work.

5.2 Refusal of acceptance must be made in writing and precisely describe the material defects. If such a written statement by the customer has not been received within two weeks following delivery of the work by Büro Sieveking GmbH, acceptance shall be regarded as having occurred.

5.3 Büro Sieveking GmbH is only obliged to make alterations to the work to the extent such alterations are necessary to remedy defects in the work. If the customer should request alterations that go beyond the scope of services contractually agreed upon, such alterations shall be made only on the basis of a corresponding separate agreement.

 

6. Compensation / Terms of payment

6.1 The details of the compensation shall be determined in accordance with the offer. In case of doubt, the customer shall be obliged to reimburse travel costs and expenses, the costs of preparing electronic media, print-outs, etc., and courier costs. All amounts are net of German VAT.

6.2 The compensation is to be paid following issuance of an invoice without deduction and either without delay or on dates as agreed. Büro Sieveking GmbH reserves the right at any time (and in particular in cases of breach of contractual obligations by the customer or default with regard to any payment claim of Büro Sieveking GmbH, including partial payment claims) to cause payments to become due immediately and to demand payment in advance or provision of security.

6.3 In the event of breach of contract, in particular default on payment, Büro Sieveking GmbH is furthermore entitled to cancel commissions in part or in whole or to delay the rendering of services and/or the delivery of the work.

6.4 If the customer should default on payment, Büro Sieveking GmbH is furthermore entitled to claim default interest at an annual rate of 8% over the relevant prevailing base rate, without prejudice to the right to pursue claims on other grounds to a higher interest rate or additional damages.

 

7. Grant of rights

7.1 To the extent that rights are created by Büro Sieveking GmbH’s contractual services and/or works, Büro Sieveking GmbH grants the customer on delivery a simple use right for the duration of the contract and to the extent determined by the purpose of the contract.

7.2 The customer grants Büro Sieveking GmbH the simple right, without limitation in space or time, to use the work or parts of it, whether or not in connection with other works, for advertising purposes, including on the Internet, to promote Büro Sieveking GmbH, its services and products, whether for a fee or free of charge. This right includes the right to use the name of the customer’s company, its logo and its relevant trademarks for advertising purposes, including on the Internet, to indicate the rendering of services for the customer.

 

8. Legal guarantee

8.1 The customer represents and warrants to hold all rights to the Materials required for the rendering of services by Büro Sieveking GmbH and for the use of the works pursuant to clause 7.2 and to be entitled to transfer such rights to third parties.

8.2 In this context, the customer fully indemnifies Büro Sieveking GmbH with regard to any and all claims by third parties, including all legal costs and expenses to assert legal rights or defend against legal claims.

8.3 The customer will inform Büro Sieveking GmbH without delay after becoming aware of rights of third parties that conflict with a contractual use of the Materials or the work.

 

9. Deterioration in financial situation; insolvency of the customer

9.1 If Büro Sieveking GmbH should become aware that the customer’s financial situation has deteriorated significantly, Büro Sieveking GmbH is entitled to render services solely on the basis of payment in advance or after provision of sufficient security by the customer. To the extent that the customer does not make payment in advance or provide sufficient security, if the customer suspends making payments or terminates its business activity, if an application to initiate insolvency proceedings is refused, or if the insolvency administrator should decide not to fulfil this contract after initiation of insolvency proceedings, then Büro Sieveking GmbH is entitled, without prejudice to other rights and claims, to cancel commissions in part or in whole and/or to delay the rendering of services and/or the delivery of the work until full payment has been made of all claims to compensation that have arisen and that will arise in the future with regard to services to the customer whether under the contract or otherwise.

9.2 The customer shall inform Büro Sieveking GmbH without delay of any non-minor deterioration of its financial situation.

 

10. Participation in competitions

Büro Sieveking GmbH is entitled to register the prepared work for competitions and to submit it to the same, provided that services rendered by Büro Sieveking GmbH are consistent the subject matter of such competitions. If Büro Sieveking GmbH should participate in a competition with the work and the work should receive a prize, in particular a cash prize, Büro Sieveking GmbH shall be entitled to such prize. Büro Sieveking GmbH may make reference to any awards that have been bestowed on it.

 

11. Termination of the contract

Should the contract be terminated early by the customer, § 649 BGB shall apply (as appropriate).

 

12. Confidentiality / Observance of secrecy

With regard to business and trade secrets as well as other confidential and sensitive matters of either party disclosed in connection with the collaboration arising from this contract, both parties are obliged to use such information only for the purpose for which such information was received, not to make such information available to third parties, and to protect such information as though it were such party’s own business secret.

 

13. Miscellaneous

13.1 The customer may only offset a claim against Büro Sieveking GmbH or exercise a right of retention if such claim or right of retention is undisputed or based on a legally binding judgment.

13.2 The transfer or encumbrance of individual or all contractual claims by the customer with regard to Büro Sieveking GmbH shall only be effective with the prior written consent of Büro Sieveking GmbH.

13.3 The contract, these General Terms and Conditions and any collateral agreements may only be amended in writing.

13.4 Should any of the above provisions or a provision of the contract be or become ineffective, the effectiveness of the other provisions shall not be affected thereby. In lieu of any ineffective provision, there shall apply an effective provision that comes as close as possible to the General Terms and Conditions and the other contractual agreements with regard to facts, law and economic intent. The same shall apply in case of any omissions.

13.5 The law of the Federal Republic of Germany shall govern exclusively. The place of performance and the exclusive place of jurisdiction for any disputes arising out of the business connection shall be Munich.

Date: October 17, 2013