§ 1 General points and scope of validity
These General Terms & Conditions (T&C) shall apply to all business services currently provided by Press´n´Relations GmbH. They shall also apply to all future business relations, even if not explicitly reconfirmed. Any confirmations to the contrary by the customer making reference to the latter's terms & conditions of business and purchase shall not be acknowledged.
These T&Cs shall form a constituent part of any written or verbal contract, unless agreed otherwise in writing in any individual case. Any differing terms and conditions set out by the customer and any amendments and supplements to these T&C shall only be valid if acknowledged in writing by Press´n´Relations GmbH.
§ 2 Quotations and conclusion of contracts
The services to be provided by Press´n´Relations GmbH and the objectives of the work shall be set out in detail in a separate agreement (e.g. quotation or order) between the customer and Press´n´Relations GmbH and shall apply only to this order in any such case. Separate agreements shall be entered into in each case in respect of any further orders, including such as are placed by the same customer, and any subsequent orders shall be regarded as independent of the outstanding orders and shall be processed separately.
Any quotations issued by Press´n´Relations GmbH shall be binding for 30 days from their date of issue as a general principle. Any revisions and changes to quotations shall be set out in writing by both parties. Contracts shall only enter into effect on their written conclusion or on the written confirmation of the bid offered by Press´n´Relations GmbH but on the start of performance at the latest. Unless agreed separately, the nature and scope of the service shall be as set out in the confirmed order or quotation. The scope of the work provided by Press´n´Relations GmbH shall be limited to the services itemised in the order or quotation. Any additional work exceeding the scope of the order or quotation shall be charged for separately.
§ 3 Terms of payment
Unless other terms of payment are specified in the quotation or order, invoices shall be payable strictly net within 14 days.
All prices shall be quoted exclusive of statutory value added tax at the applicable rate at any given time.
Third-party services shall be passed on at cost price.
The customer shall enter into default, including without prior notice by way of a reminder, if the latter should fail to pay by the specified deadlines after receipt of invoice or equivalent payment summary.
Should the customer default on any payment, Press´n´Relations GmbH reserves the right to collect interest on late payments from the relevant point in time onwards in respect of all receivables, charging consumers 5% and companies 8 % respectively above the relevant base rate. Press´n´Relations GmbH reserves the right to provide evidence of a higher amount in damages.
Press´n´Relations GmbH also reserves the right to offset outstanding receivables against liabilities to the customer in case of default.
The customer may only offset claims against claims which are undisputed or established as final and absolute by judicial ruling. The customer may only exercise a right of retention under this contract on the basis of counterclaims which are undisputed or established as final and absolute by judicial ruling.
If Press´n´Relations GmbH should become aware of circumstances which call the creditworthiness of the customer into question, such as failure to honour a cheque or discontinuation of payments, then Press´n´Relations GmbH shall be entitled to call in the entire amount still owing, even if it has accepted cheques. Press´n´Relations GmbH shall also be entitled in any such case to demand advance payments or security deposits. The advance payment or security deposit shall relate to each order separately even if the case in question should concern several orders placed by one customer. Press´n´Relations GmbH shall be entitled to disregard the order in any given case where the above provision is not made.
§ 4 Term of delivery and performance
The term of delivery shall begin on the date on which the order is confirmed by Press´n´Relations GmbH but not before the party placing the order has provided Press´n´Relations GmbH with all the documents, permits and approvals required for the execution of the order in a format with which it can work. Press´n´Relations GmbH shall only be able to carry out services in due and proper form if the customer cooperates to the necessary extent. The customer shall be required, on request, to procure or provide all the information and diagrams required to work on the content and to achieve the objectives in any given case.
The customer shall be in possession of the authority to use all the materials submitted to Press´n´Relations GmbH and shall ensure that these materials are free from third-party rights. Should the customer not be entitled to use said materials contrary to the above assurance, or should the submissions be encumbered by third-party rights, the customer shall indemnify Press´n´Relations GmbH from any third-party claims for damages.
The dates and deadlines specified in the contract for the completion of the service shall be non-binding until such time as Press´n´Relations GmbH has confirmed the time of performance in writing as a binding and/or fixed date. The deadlines by which the services are to be provided shall be agreed with reference to the foreseeable capacity of Press´n´Relations GmbH and shall be regarded as non-binding and subject to the availability of the business partners engaged by Press´n´Relations GmbH in any given case, pending unforeseen circumstances and impediments, regardless of whether these arise at Press´n´Relations GmbH or at the business partner, especially force majeure, state interventions, non-issue of official permits, industrial disputes of any kind, acts of sabotage, late deliveries of materials through no fault of their own, etc.
Press´n´Relations GmbH shall be entitled to claim compensation for the additional expenses incurred of necessity if the provision of the service is delayed on account of circumstances for which the customer is responsible or at the latter's request. The customer shall be at liberty to furnish proof of lesser damages in any given case.
If Press´n´Relations GmbH enters into a contractual undertaking to produce a piece of work, the customer shall be required to conduct an acceptance process once the service has been completed. Refusal to carry out the acceptance process on account of minor defects shall not be permitted.
§ 5 Reservation of title
Goods delivered and services provided shall remain the property of Press´n´Relations GmbH until such time as they have been paid for in full.
The documents produced and the collections of data, distribution lists and database records managed and processed by Press´n´Relations GmbH shall be held under copyright ownership – including after termination of any given contract – by Press´n´Relations GmbH.
§ 6 Copyright and exploitation rights
All the texts, designs, databases and other output produced by Press´n´Relations GmbH shall remain the intellectual property of the authors at Press´n´Relations GmbH. The authors at Press´n´Relations GmbH shall hold the copyrights under section 97 of the German Copyright Act (Urheberrechtsgesetz - UrhG). All the exploitation rights in connection with the works of Press´n´Relations GmbH delivered during the term of the contract shall be transferred, unless said rights are restricted to third parties, especially agents and business partners.
Press´n´Relations GmbH shall be entitled to name "Press´n´Relations GmbH" in publications and advertising materials. It shall also be entitled to refer to its role as a contributor in publications.
§ 7 Public relations
Press´n´Relations GmbH shall be entitled to use the name of the customer for the purposes of press and public relations work and to publish it in its client list under www.press-n-relations.de.
§ 8 Warranty and liability
Press´n´Relations GmbH undertakes to carry out the orders and to handle the submissions, documents, samples, etc. with the utmost care. Complaints of any kind must be set out in writing within 14 days of the delivery of the service. Thereafter the service shall be deemed to have been accepted as free of defects.
The customer shall have a statutory right to supplementary performance, subject to meeting the relevant legal requirements, but may not make any further claims based on defects. Should the attempt at supplementary performance fail after allowing a reasonable amount of additional time, the customer shall be entitled to choose whether to ask for a reduction of the payment or to withdraw from the contract. Claims for defects shall be subject to a limitation period of one year with effect from the start of the statutory period of limitation.
Press´n´Relations GmbH shall only bear the risk of the legal admissibility of the publicity in case of infringements for which it is responsible. Otherwise the maximum liability of Press´n´Relations GmbH shall be capped at the value of the individual order in any given case if advertisements which were instructed by the customer are in breach of competition law, copyright law and the relevant advertising laws. No further claims for damages may be asserted. Nor shall Press´n´Relations GmbH be liable for the eligibility of the ideas, suggestions, designs, drafts, etc. delivered by the customer under the contract for protection or registration under patent law, design patent law, copyright law and trademark law.
§ 9 Claims for damages
Claims for damages may not be made by the customer in respect of slight negligence on the part of Press´n´Relations GmbH, irrespective of legal grounds, especially for unlawful acts, failure to provide advice or correct advice, positive violations of contractual duties, fault in conclusion of contract, and impossibility. This exclusion of liability shall not apply to a case of liability irrespective of fault. Claims for damages on the part of the customer shall be subject to a limitation period of one year unless a shorter term is agreed.
§ 10 Termination
The contract may be cancelled by either party at the end of any given month subject to six weeks' notice. The contract may be terminated without notice in case of anticipated insolvency or lack of participation (cooperation of the business partner). In both cases Press´n´Relations GmbH shall retain full entitlement to remuneration still owing for the order minus any expenses spared. Notice of termination must be given in writing.
§ 11 Confidentiality, duty of discretion and data privacy
Press´n´Relations GmbH undertakes to abide strictly by the customer's instructions when forwarding information about the latter.
Press´n´Relations GmbH undertakes to brief its employees on their duty of confidentiality in handling customer data in accordance with section 5 of the Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG).
§ 12 Applicable law and place of performance
Legal relations shall be governed solely by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and place of exclusive jurisdiction shall be Ulm an der Donau.
§ 13 Severability clause
Should individual provisions of these T&Cs be or become legally inoperative or invalid, this shall not affect the validity of the other provisions. The parties shall replace the legally inoperative or invalid provisions by such operative provisions as come closest to the intended commercial purpose. The same shall apply insofar as the T&Cs are found to contain an unforeseen loophole.