Here we have to be a little formal, because the following general terms and conditions apply:
Any use, even partial, of the works and services presented or handed over with the aim of concluding a contract, whether or not protected by copyright, requires approval. This also applies to the use in modified or edited forms and to the use of ideas underlying our works and services, provided that these have not been reflected in the client's previous means of communication. The acceptance of a presentation fee does not imply any consent in this respect.
2. EXECUTION OF ORDERS
2.1 Meeting minutes are binding if the client does not object within three days of receipt.
2.2 Templates, files and other work equipment remain our property. Handovers can take place, but are not obligatory. Likewise, there is no obligation on our part to preserve data for more than six months.
3. ORDERS TO THIRD PARTIES
3.1 Work assigned to us may be carried out in whole or in part by ourselves or by third parties.
3.2 We are entitled to place orders for the production of measures, in whose preparation we are contractually involved, in the name of the contractor. The contractor hereby expressly grants the appropriate power of attorney.
3.3 Unless otherwise agreed, orders to advertising media are placed by the client. We are not liable for any defective performance of the advertising media.
4.1 Our delivery obligations are fulfilled as soon as the work and services have been dispatched by us. The risk of transmission (damage, loss, delay) shall be borne by the contractor, irrespective of the medium used for transmission.
4.2 Delivery deadlines are only binding if the contractor has properly fulfilled any obligations to cooperate (including the procurement of documents, releases).
4.3 Templates and drafts provided by us shall only be binding if they have been confirmed by us in writing.
4.4 Inspections under competition law are only our responsibility if they have been agreed in a written form in advance.
5.1 Agreed prices are net prices, excluding the applicable value added tax. Customs duties or other charges, including those arising subsequently, shall be passed on to the client.
5.2 Our invoices are to be paid within a maximum of 14 days after the invoice date without deduction.
5.3 All services rendered, documents and objects provided shall remain our property until complete payment of the corresponding invoices. The rights to our services, in particular the copyrighted rights of use, shall not pass to the client until full payment has been received.
6. RIGHTS OF USE
6.1 Unless otherwise agreed, the client acquires all necessary rights of use for the work we perform upon full payment of the order. This applies to the Federal Republic of Germany and for the duration of the contract.
6.2 Unless otherwise agreed, we shall fulfil our obligation by granting non-exclusive rights of use within the territory of the Federal Republic of Germany for a period of 12 months from the release of the advertising material. Any use beyond this, in particular editing, requires our consent.
6.3 If we involve third parties in the performance of the contract, we shall acquire their rights of use to the best of our knowledge and belief to the extent of clauses 6.1 & 6.2 and transfer them to the client. Irrespective of this, we do not assume any liability for the fact that no rights of third parties exist with regard to the advertising material and work results supplied by us.
6.4 Our client grants us the right to use the advertising media designed for him for an unlimited period of time for his own presentation and self-advertising.
6.5 Rights of use for designs rejected or not used by the client within the scope of an order remain our property. This applies in particular to services that are not subject to special legal rights (e.g. copyright).
7. WARRANTY, LIABILITY
7.1 Work and services supplied by us must be inspected by the client immediately after receipt, but in any case before further processing, and defects must be reported immediately. Failure to inspect or report defects shall not give rise to any claims by the client.
7.2 In the event of defects, we shall be entitled to rectify the defects twice within a reasonable period of time.
7.3 Claims for damages of any kind are excluded if we or third parties commissioned by us have acted with slight negligence. This does not apply to violations of essential contractual obligations. In this case liability is limited to typical and foreseeable damages. We shall be liable to entrepreneurs for claims for damages of any kind, but not in the case of grossly negligent breach of non-essential contractual obligations by third parties commissioned by us. Claims for damages of any kind against entrepreneurs are limited to the compensation of typical and foreseeable damages.
8. PLACE OF JURISDICTION
8.1 The competent court is agreed as the place of jurisdiction for all disputes.
8.2 German law applies.
Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after the conclusion of the contract, the validity of the contract as a whole shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective which the contracting parties pursued with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that the contract proves to be incomplete.